KINDER MORGAN, INC. (Form: 10-Q, Received: 07/24/2015 16:11:51)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

F O R M 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-35081

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)



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

1001 Louisiana Street, Suite 1000, Houston, Texas 77002

(Address of principal executive offices)(zip code)

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

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

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

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

As of July 23, 2015 , the registrant had 2,191,937,071 Class P shares outstanding.

KINDER MORGAN, INC. AND SUBSIDIARIES

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		Page Number
	Glossary	2
	Information Regarding Forward-Looking Statements	3

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income - Three and Six Months Ended June 30, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2015 and 2014	5
	Consolidated Balance Sheets - June 30, 2015 and December 31, 2014	6
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2015 and 2014	7
	Consolidated Statements of Stockholders’ Equity - Six Months Ended June 30, 2015 and 2014	8
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	General and Basis of Presentation	38
	Results of Operations	38
	Financial Condition	51

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53

Item 4.	Controls and Procedures	54

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	54

Item 1A.	Risk Factors	54

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3.	Defaults Upon Senior Securities	54

Item 4.	Mine Safety Disclosures	55

Item 5.	Other Information	55

Item 6.	Exhibits	55

	Signature	56

KINDER MORGAN, INC. AND SUBSIDIARIES GLOSSARY Company Abbreviations

CIG	=	Colorado Interstate Gas Company, L.L.C.	KMGP	=	Kinder Morgan G.P., Inc.
Copano	=	Copano Energy, L.L.C.	KMI	=	Kinder Morgan Inc. and its majority-owned and/or
CPG	=	Cheyenne Plains Gas Pipeline Company, L.L.C.			controlled subsidiaries
Elba Express	=	Elba Express Company, L.L.C.	KMP	=	Kinder Morgan Energy Partners, L.P. and its
EPB	=	El Paso Pipeline Partners, L.P. and its majority-			majority-owned and controlled subsidiaries
		owned and controlled subsidiaries	KMR	=	Kinder Morgan Management, LLC
EPNG	=	El Paso Natural Gas Company, L.L.C.	SFPP	=	SFPP, L.P.
EPPOC	=	El Paso Pipeline Partners Operating Company,	SLNG	=	Southern LNG Company, L.L.C.
		L.L.C.	SNG	=	Southern Natural Gas Company, L.L.C.
KMEP	=	Kinder Morgan Energy Partners, L.P.	TGP	=	Tennessee Gas Pipeline Company, L.L.C.

Unless the context otherwise requires, references to “we,” “us,” or “our,” are intended to mean Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries.

Common Industry and Other Terms
/d	=	per day	FASB	=	Financial Accounting Standards Board
AFUDC	=	allowance for funds used during construction	FERC	=	Federal Energy Regulatory Commission
BBtu	=	billion British Thermal Units	GAAP	=	United States Generally Accepted Accounting
Bcf	=	billion cubic feet			Principles
CERCLA	=	Comprehensive Environmental Response,	LLC	=	limited liability company
		Compensation and Liability Act	MBbl	=	thousand barrels
CO ₂	=	carbon dioxide or our CO ₂ business segment	MMBbl	=	million barrels
CPUC	=	California Public Utilities Commission	NGL	=	natural gas liquids
DCF	=	distributable cash flow	NYMEX	=	New York Mercantile Exchange
DD&A	=	depreciation, depletion and amortization	NYSE	=	New York Stock Exchange
EBDA	=	earnings before depreciation, depletion and	OTC	=	over-the-counter
		amortization expenses, including amortization of	PHMSA	=	United States Department of Transportation
		excess cost of equity investments			Pipeline and Hazardous Materials Safety
EPA	=	United States Environmental Protection Agency			Administration

When we refer to cubic feet measurements, all measurements are at a pressure of 14.73 pounds per square inch.

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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,” “position,” “continue,” “estimate,” “expect,” “may,” or the negative of those terms or other variations of them or comparable terminology. In particular, expressed or implied statements concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow or to pay dividends are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict.

See “Information Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 ( 2014 Form 10-K) and Item 1A “Risk Factors” included elsewhere in this report for a more detailed description of factors that may affect the forward-looking statements. 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 plan to provide updates to projections included in this report when we believe previously disclosed projections no longer have a reasonable basis.

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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 June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues
Natural gas sales	$	677		$	1,014		$	1,462		$	2,111
Services	1,963			1,801			3,933			3,605
Product sales and other	823			1,122			1,665			2,268
Total Revenues	3,463			3,937			7,060			7,984

Operating Costs, Expenses and Other
Costs of sales	1,085			1,610			2,175			3,253
Operations and maintenance	590			540			1,095			1,023
Depreciation, depletion and amortization	570			502			1,108			998
General and administrative	164			154			380			326
Taxes, other than income taxes	116			111			231			221
Loss on impairments and disposals of long-lived assets, net	50			7			104			3
Other income, net	(4		)	—			(3		)	—
Total Operating Costs, Expenses and Other	2,571			2,924			5,090			5,824

Operating Income	892			1,013			1,970			2,160

Other Income (Expense)
Earnings from equity investments	114			100			216			199
Loss on impairments of equity investments	—			—			(26		)	—
Amortization of excess cost of equity investments	(14		)	(11		)	(26		)	(21		)
Interest, net	(472		)	(440		)	(984		)	(888		)
Other, net	11			13			24			26
Total Other Expense	(361		)	(338		)	(796		)	(684		)

Income Before Income Taxes	531			675			1,174			1,476

Income Tax Expense	(189		)	(178		)	(413		)	(378		)

Net Income	342			497			761			1,098

Net (Income) Loss Attributable to Noncontrolling Interests	(9		)	(213		)	1			(527		)

Net Income Attributable to Kinder Morgan, Inc.	$	333		$	284		$	762		$	571

Class P Shares
Basic Earnings Per Common Share	$	0.15		$	0.27		$	0.35		$	0.55

Basic Weighted-Average Number of Shares Outstanding	2,175			1,028			2,158			1,028

Diluted Earnings Per Common Share	$	0.15		$	0.27		$	0.35		$	0.55

Diluted Weighted-Average Number of Shares Outstanding	2,187			1,028			2,169			1,028

Dividends Per Common Share Declared for the Period	$	0.49		$	0.43		$	0.97		$	0.85

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

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KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Millions)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014

Net income	$	342		$	497		$	761		$	1,098
Other comprehensive income (loss), net of tax
Change in fair value of derivatives utilized for hedging purposes (net of tax benefit of $34, $27, $35 and $41, respectively)	(58		)	(96		)	(60		)	(141		)
Reclassification of change in fair value of derivatives to net income (net of tax benefit (expense) of $33, $(5), $74 and $(9), respectively)	(57		)	16			(129		)	30
Foreign currency translation adjustments (net of tax (expense) benefit of $(9), $(17), $53 and $1, respectively)	17			56			(91		)	(6		)
Benefit plan adjustments (net of tax benefit (expense) of $-, $1, $(4) and $1, respectively)	—			2			6			1
Total other comprehensive loss	(98		)	(22		)	(274		)	(116		)

Comprehensive income	244			475			487			982
Comprehensive (income) loss attributable to noncontrolling interests	(9		)	(197		)	1			(455		)
Comprehensive income attributable to KMI	$	235		$	278		$	488		$	527

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

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KINDER MORGAN, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Millions, Except Share and Per Share Amounts)

	June 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	163		$	315
Accounts receivable, net	1,349			1,641
Inventories	474			459
Fair value of derivative contracts	401			535
Deferred income taxes	56			56
Other current assets	493			746
Total current assets	2,936			3,752

Property, plant and equipment, net	40,586			38,564
Investments	6,028			6,036
Goodwill	24,965			24,654
Other intangibles, net	3,677			2,302
Deferred income taxes	5,409			5,651
Deferred charges and other assets	2,009			2,090
Total Assets	$	85,610		$	83,049

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of debt	$	3,154		$	2,717
Accounts payable	1,293			1,588
Accrued interest	669			637
Accrued contingencies	351			383
Other current liabilities	1,032			1,037
Total current liabilities	6,499			6,362

Long-term liabilities and deferred credits
Long-term debt
Outstanding	39,676			38,212
Preferred interest in general partner of KMP	100			100
Debt fair value adjustments	1,623			1,785
Total long-term debt	41,399			40,097
Other long-term liabilities and deferred credits	2,207			2,164
Total long-term liabilities and deferred credits	43,606			42,261
Total Liabilities	50,105			48,623

Commitments and contingencies (Notes 3 and 9)
Stockholders’ Equity
Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,188,197,629 and 2,125,147,116 shares, respectively, issued and outstanding	22			21
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none outstanding	—			—
Additional paid-in capital	38,791			36,178
Retained deficit	(3,350		)	(2,106		)
Accumulated other comprehensive loss	(291		)	(17		)
Total Kinder Morgan, Inc.’s stockholders’ equity	35,172			34,076
Noncontrolling interests	333			350
Total Stockholders’ Equity	35,505			34,426
Total Liabilities and Stockholders’ Equity	$	85,610		$	83,049

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

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KINDER MORGAN, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions) (Unaudited)

	Six Months Ended June 30,
	2015			2014
Cash Flows From Operating Activities
Net income	$	761		$	1,098
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization	1,108			998
Deferred income taxes	413			208
Amortization of excess cost of equity investments	26			21
Loss on impairments and disposals of long-lived assets, net and equity investments	130			3
Earnings from equity investments	(216		)	(199		)
Distributions from equity investment earnings	187			184
Pension contributions and noncash pension benefit credits	(23		)	(68		)
Changes in components of working capital, net of the effects of acquisitions
Accounts receivable, net	366			94
Income tax receivable	195			—
Inventories	(34		)	(24		)
Other current assets	50			(36		)
Accounts payable	(222		)	(117		)
Accrued interest	9			34
Accrued contingencies and other current liabilities	(7		)	101
Rate reparations, refunds and other litigation reserve adjustments	27			36
Other, net	(232		)	(130		)
Net Cash Provided by Operating Activities	2,538			2,203

Cash Flows From Investing Activities
Business acquisitions, net of cash acquired (Note 2)	(1,864		)	(961		)
Acquisitions of other assets and investments	(55		)	(32		)
Capital expenditures	(1,909		)	(1,717		)
Contributions to investments	(45		)	(103		)
Distributions from equity investments in excess of cumulative earnings	114			90
Other, net	15			16
Net Cash Used in Investing Activities	(3,744		)	(2,707		)

Cash Flows From Financing Activities
Issuance of debt	9,485			9,448
Payment of debt	(8,941		)	(8,512		)
Debt issue costs	(20		)	(29		)
Issuances of shares	2,562			—
Cash dividends	(2,006		)	(860		)
Repurchases of shares and warrants	(5		)	(192		)
Contributions from noncontrolling interests	—			1,395
Distributions to noncontrolling interests	(16		)	(976		)
Other, net	(1		)	(1		)
Net Cash Provided by Financing Activities	1,058			273

Effect of Exchange Rate Changes on Cash and Cash Equivalents	(4		)	(4		)

Net decrease in Cash and Cash Equivalents	(152		)	(235		)
Cash and Cash Equivalents, beginning of period	315			598
Cash and Cash Equivalents, end of period	$	163		$	363

Non-cash Investing and Financing Activities
Assets acquired by the assumption or incurrence of liabilities	$	1,671		$	73
Net assets contributed to equity investment	$	34		$	—

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest (net of capitalized interest)	$	1,002		$	855
Cash (refunded) paid during the period for income taxes, net	$	(185	)	$	163

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

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Millions)

(Unaudited)



	Six Months Ended June 30, 2015
	Outstanding shares	Par value of common shares		Additional paid-in capital			Retained deficit			Accumulated other comprehensive loss			Stockholders’ equity attributable to KMI			Non-controlling interests			Total
Beginning Balance at December 31, 2014	2,125	$	21	$	36,178		$	(2,106	)	$	(17	)	$	34,076		$	350		$	34,426
Issuances of shares	62	1		2,561									2,562						2,562
Warrants repurchased				(5		)							(5		)				(5		)
EP Trust I Preferred security conversions	1			23									23						23
Warrants exercised				2									2						2
Amortization of restricted shares				34									34						34
Net income							762						762			(1		)	761
Distributions													—			(16		)	(16		)
Cash dividends							(2,006		)				(2,006		)				(2,006		)
Other				(2		)							(2		)				(2		)
Other comprehensive loss										(274		)	(274		)				(274		)
Ending Balance at June 30, 2015	2,188	$	22	$	38,791		$	(3,350	)	$	(291	)	$	35,172		$	333		$	35,505



	Six Months Ended June 30, 2014
	Outstanding shares		Par value of common shares		Additional paid-in capital			Retained deficit			Accumulated other comprehensive loss			Stockholders’ equity attributable to KMI			Non-controlling interests			Total
Beginning Balance at December 31, 2013	1,031		$	10	$	14,479		$	(1,372	)	$	(24	)	$	13,093		$	15,192		$	28,285
Shares repurchased	(3	)			(94		)							(94		)				(94		)
Warrants repurchased					(98		)							(98		)				(98		)
Amortization of restricted shares					27									27						27
Impact from equity transactions of KMP, EPB and KMR					20									20			(31		)	(11		)
Net income								571						571			527			1,098
Distributions														—			(976		)	(976		)
Contributions														—			1,395			1,395
Cash dividends								(860		)				(860		)				(860		)
Other					5									5						5
Other comprehensive loss											(44		)	(44		)	(72		)	(116		)
Ending Balance at June 30, 2014	1,028		$	10	$	14,339		$	(1,661	)	$	(68	)	$	12,620		$	16,035		$	28,655

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

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KINDER MORGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

Organization

We are the largest energy infrastructure and the third largest energy company in North America with an enterprise value of approximately $120 billion . We own an interest in or operate approximately 84,000 miles of pipelines and 165 terminals. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO ₂ and other products, and our terminals transload and store petroleum products, ethanol and chemicals, and handle such products as coal, petroleum coke and steel. We are also the leading producer and transporter of CO ₂ , which is utilized for enhanced oil recovery projects in North America.

On November 26, 2014, we completed our acquisition, pursuant to three separate merger agreements, of all of the outstanding common units of KMP and EPB and all of the outstanding shares of KMR that we did not already own. The transactions, valued at approximately $77 billion , are referred to collectively as the “Merger Transactions.” On January 1, 2015, EPB and its subsidiary, EPPOC merged with and into KMP. References to EPB refer to EPB for periods prior to its merger into KMP.

Prior to November 26, 2014, we owned an approximate 10% limited partner interest (including our interest in KMR) and the 2% general partner interest including incentive distribution rights in KMP, and an approximate 39% limited partner interest and the 2% general partner interest and incentive distribution rights in EPB. Effective with the Merger Transactions, the incentive distribution rights held by the general partner of KMP were eliminated.

The earnings recorded by KMP, EPB and KMR that are attributed to their units and shares, respectively, held by the public prior to November 26, 2014 are reported as “Net (income) loss attributable to noncontrolling interests” in our accompanying consolidated statements of income.

Basis of Presentation

General

Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars, except where stated otherwise. Our accompanying unaudited consolidated financial statements have been prepared under the rules and regulations of the United States Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the FASB’s Accounting Standards Codification, the single source of GAAP. Under such rules and regulations, all significant intercompany items have been eliminated in consolidation. Additionally, certain amounts from prior years have been reclassified to conform to the current presentation.

In the second quarter of 2015, we adopted Accounting Standards Update (ASU) 2015-03, “Interest-Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs.” This ASU is designed to simplify presentation of debt issuance costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as an offset to the carrying amount of that debt liability, consistent with debt discounts. The application of this new accounting guidance resulted in the reclassification of $159 million and $149 million of debt issuance costs from “Deferred charges and other assets” to “Debt fair value adjustments” in our accompanying consolidated balance sheets as of June 30, 2015 and December 31, 2014 , respectively.

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 2014 Form 10-K.

Impairments

During the three and six months ended June 30, 2015, we recorded non-cash pre-tax impairment charges of $59 million and $136 million , respectively. These amounts include $48 million and $99 million of impairments for the three and six months ended June 30, 2015, respectively, due to our decision to sell certain gas gathering and processing assets within our Oklahoma midstream operations and the continued deterioration of the commodity price environment, and $26 million for the

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six months ended June 30, 2015 related to our investments in Fort Union Gas Gathering L.L.C. and Bighorn Gas Gathering L.L.C., which are all included in our Natural Gas Pipelines business segment.

As conditions warrant, management routinely evaluates its assets for potential triggering events that could impact the fair value of certain assets or our ability to recover the carrying value of long-lived assets. Such assets include accounts receivable, property plant and equipment, including oil and gas properties and in-process construction, equity investments, goodwill and other intangibles. Depending on the nature of the asset, these evaluations require the use of significant judgments including but not limited to customer credit worthiness, future cash flow estimates, future volume expectations, current and future commodity prices, management’s decisions to dispose of certain assets, as well as general economic conditions and the related demand for products handled or transported by our assets. In the current commodity price environment and to the extent conditions further deteriorate, we may identify additional triggering events that may necessitate further impairments to the carrying value of our assets. Such non-cash impairments could have a significant effect on our results of operations.

Earnings per Share

We calculate earnings per share using the two -class method. Earnings were allocated to Class P shares of common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings or excess distributions over earnings to the extent that each security participates in earnings or excess distributions over earnings. Our unvested restricted stock awards do not participate in excess distributions over earnings.

The following tables set forth the allocation of net income available to shareholders for Class P shares and for participating securities and the reconciliation of Basic Weighted-Average Number of Shares Outstanding to Diluted Weighted-Average Number of Shares Outstanding (in millions):



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Class P	$	330	$	281	$	756	$	565
Participating securities(a)	3		3		6		6
Net Income Attributable to Kinder Morgan, Inc.	$	333	$	284	$	762	$	571



	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Basic Weighted-Average Number of Shares Outstanding	2,175	1,028	2,158	1,028
Effect of dilutive securities:
Warrants(b)	12	—	11	—
Diluted Weighted-Average Number of Shares Outstanding	2,187	1,028	2,169	1,028

________


(a)	Participating securities are unvested restricted stock awards, which may be stock or stock units issued to management employees and include non-forfeitable dividend equivalent payments. As of June 30, 2015, there were approximately 7 million such restricted stock awards.


(b)	Each warrant entitles the holder to purchase one share of our common stock for an exercise price of $40 per share, payable in cash or by cashless exercise, at any time until May 25, 2017.

The following potential common stock equivalents are antidilutive and, accordingly, are excluded from the determination of diluted earnings per share (in millions on a weighted-average basis):



	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Unvested restricted stock awards	7	7	7	7
Warrants to purchase our Class P shares	287	309	288	325
Convertible trust preferred securities	8	10	9	10

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2. Acquisitions

Hiland Partners, LP

On February 13, 2015, we acquired Hiland Partners, LP, a privately held Delaware limited partnership (Hiland) for aggregate consideration of approximately $3,120 million , including assumed debt. Approximately $368 million of the debt assumed was immediately paid down after closing. Hiland’s assets consist primarily of crude oil gathering and transportation pipelines and gas gathering and processing systems, primarily handling production from the Bakken Formation in North Dakota and Montana. The acquired gathering and processing assets are included in our Natural Gas Pipelines business segment while the acquired crude transport pipeline (Double H pipeline) is included in our Products Pipelines business segment.

Vopak Terminal Assets

On February 27, 2015, we acquired three U.S. terminals and one undeveloped site from Royal Vopak (Vopak) for approximately $158 million in cash. The acquisition included (i) a 36 -acre, 1,069,500 -barrel storage facility at Galena Park, Texas that handles base oils, biodiesel and crude oil and is immediately adjacent to our Galena Park terminal facility; (ii) two terminals in North Carolina: one in North Wilmington that handles chemicals and black oil and the other in South Wilmington that is not currently operating; and (iii) an undeveloped waterfront access site in Perth Amboy, New Jersey. We include the acquired assets as part of the Terminals business segment.

Our preliminary allocation of the purchase price for each of our significant acquisitions during the six months ended June 30, 2015 (in millions) is detailed below. The evaluation of the assigned fair values is ongoing and subject to adjustment.



	Acquisitions
	Hiland			Vopak Terminal Assets
Purchase Price Allocation:
Current assets	$	82		$	2
Property, plant and equipment	1,495			155
Goodwill	316			7
Other intangibles(a)	1,481			—
Total assets acquired	3,374			164
Current liabilities	(250		)	(2		)
Debt	(1,411		)	—
Other liabilities	(4		)	(4		)
Cash consideration	$	1,709		$	158

_______


(a)	Relates to customer contracts and relationships with a weighted average amortization period of 16.4 years .

After measuring all of the identifiable tangible and intangible assets acquired and liabilities assumed at fair value on the acquisition date, goodwill is an intangible asset representing the future economic benefits expected to be derived from an acquisition that are not assigned to other identifiable, separately recognizable assets. We believe the primary items that generated our goodwill are both the value of the synergies created between the acquired assets and our pre-existing assets, and our expected ability to grow the business we acquired by leveraging our pre-existing business experience. We expect our recorded goodwill associated with the above acquisitions to be deductible for tax purposes.

Subsequent Event - Acquisition of Remaining Interests in Elba Liquefaction Company (ELC)

On July 15, 2015, we purchased from Shell US Gas & Power LLC (Shell) for $200 million its 49% interest in a joint venture, ELC, that was formed to develop liquefaction facilities at Elba Island, Georgia. The purchase gives us full ownership and control of ELC. Shell continues to subscribe to 100% of the liquefaction capacity.

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3. Debt

We classify our debt based on the contractual maturity dates of the underlying debt instruments. We defer costs associated with debt issuance over the applicable term. These costs are then amortized as interest expense in our accompanying consolidated statements of income. The following table provides detail on the principal amount of our outstanding debt balances. The table amounts exclude all debt fair value adjustments, including debt discounts and premiums (in millions):



	June 30, 2015		December 31, 2014
KMI
Senior notes, 1.50% through 8.25%, due 2015 through 2098(a)	$	13,381	$	11,438
Credit facility due November 26, 2019(b)	—		850
Commercial paper borrowings(b)	619		386
KMP
Senior notes, 2.65% through 9.00%, due 2015 through 2044(c)	20,360		20,660
TGP senior notes, 7.00% through 8.375%, due 2016 through 2037	1,790		1,790
EPNG senior notes, 5.95% through 8.625%, due 2017 through 2032	1,115		1,115
Copano senior notes, 7.125%, due April 1, 2021	332		332
CIG senior notes, 5.95% through 6.85%, due 2015 through 2037	440		475
SNG notes, 4.40% through 8.00%, due 2017 through 2032	1,211		1,211
Other Subsidiary Borrowings (as obligor)
Kinder Morgan Finance Company, LLC, senior notes, 5.70% through 6.40%, due 2016 through 2036	1,636		1,636
Hiland Partners Holdings LLC, senior notes, 5.50% and 7.25%, due 2020 and 2022(d)	975		—
EPC Building, LLC, promissory note, 3.967%, due 2015 through 2035	448		453
Preferred securities, 4.75%, due March 31, 2028	222		280
KMGP, $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock	100		100
Other miscellaneous debt	301		303
Total debt – KMI and Subsidiaries	42,930		41,029
Less: Current portion of debt(e)	3,154		2,717
Total long-term debt – KMI and Subsidiaries(f)	$	39,776	$	38,312

_______

(a)

June 30, 2015 amount includes senior notes that are denominated in Euros and have been converted and are reported at the June 30, 2015 exchange rate of 1.1147 U.S. dollars per Euro. From the issuance date of these senior notes in March 2015 through June 30, 2015, our debt increased by $36 million as a result of the change in the exchange rate of U.S dollars per Euro. We entered into cross-currency swap agreements associated with these senior notes (see Note 5 “Risk Management— Foreign Currency Risk Management ”).


(b)	As of June 30, 2015 and December 31, 2014 , the weighted average interest rates on our credit facility borrowings, including commercial paper borrowings, were 1.05% and 1.54% , respectively.


(c)	On January 1, 2015, EPB and EPPOC merged with and into KMP. On that date, KMP succeeded EPPOC as the issuer of approximately $2.9 billion of EPPOC’s senior notes, which were guaranteed by EPB, and EPB and EPPOC ceased to be obligors for those senior notes.


(d)	Represents the principal amount of senior notes assumed in the Hiland acquisition.


(e)	Amounts include outstanding credit facility and commercial paper borrowings.

(f)

Excludes our “Debt fair value adjustments” which, as of June 30, 2015 and December 31, 2014 , increased our combined debt balances by $1,623 million and $1,785 million , respectively. In addition to all unamortized debt discount/premium amounts, debt issuance costs (resulting from the implementation of ASU No. 2015-03) and purchase accounting on our debt balances, our debt fair value adjustments also include (i) amounts associated with the offsetting entry for hedged debt; and (ii) any unamortized portion of proceeds received from the early termination of interest rate swap agreements.

Credit Facilities

As of June 30, 2015 , we had no amounts outstanding under our five -year $4.0 billion revolving credit facility, $619 million outstanding under our $4.0 billion commercial paper program and $123 million in letters of credit. Our availability under this facility as of June 30, 2015 was $3,258 million . Borrowings under our revolving credit facility can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Borrowings under our commercial paper program reduce the borrowings allowed under our credit facility.

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On February 13, 2015, in connection with the Hiland acquisition, we entered into and made borrowings of $1,641 million under a new six -month bridge credit facility with UBS AG, Stamford Branch. Interest under this bridge credit facility was charged at the same rate as our $4.0 billion revolving credit facility. Prior to March 31, 2015, we repaid outstanding borrowings and the facility was terminated on April 6, 2015.

Hiland Debt Acquired

As of the February 13, 2015 Hiland acquisition date, we assumed (i) $975 million in principal amount of senior notes (which were valued at $1,043 million as of the acquisition date) and (ii) $368 million of other borrowings that were immediately repaid after closing, primarily consisting of borrowings outstanding under a revolving credit facility. The senior notes are subject to our cross guarantee agreement discussed in Note 11.

Long-term Debt Issuances and Repayments

Apart from the assumption of the Hiland debt discussed above, following are significant long-term debt issuances and repayments made during the six months ended June 30, 2015 :



Issuances		$800 million 5.05% notes due 2046
		$815 million 1.50% notes due 2022(a)
		$543 million 2.25% notes due 2027(a)

Repayments		$300 million 5.625% notes due 2015
		$250 million 5.15% notes due 2015

_______


(a)	Senior notes are denominated in Euros and are presented above in U.S. dollars at the exchange rate on the issuance date of 1.086 U.S. dollars per Euro. We entered into cross-currency swap agreements associated with these senior notes (see Note 5 “Risk Management— Foreign Currency Risk Management ”).

4. Stockholders’ Equity

Common Equity

As of June 30, 2015 , our common equity consisted of our Class P common stock. For additional information regarding our Class P common stock, see Note 10 to our consolidated financial statements included in our 2014 Form 10-K.

On June 12, 2015, we announced that our board of directors approved a warrant repurchase program authorizing us to repurchase in the aggregate up to $100 million of warrants. As of June 30, 2015, we had $98 million of availability remaining under the above announced program. As of December 31, 2014, we had $2 million available for repurchases under our 2014 repurchase program, which was exhausted in June 2015.

On December 19, 2014, we entered into an equity distribution agreement authorizing us to issue and sell through or to the managers party thereto, as sales agents and/or principals, shares of our Class P common stock having an aggregate offering of up to $5,000 million from time to time during the term of this agreement. During the six months ended June 30, 2015 , we issued and sold 62,079,878 shares of our Class P common stock pursuant to the equity distribution agreement, and issued an additional 968,900 shares after June 30, 2015 to settle sales made on or before June 30, 2015 , resulting in net proceeds of $2,599 million .

Dividends

Holders of our common stock share equally in any dividend declared by our board of directors, subject to the rights of the holders of any outstanding preferred stock. The following table provides information about our per share dividends:



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Per common share cash dividend declared for the period	$	0.49	$	0.43	$	0.97	$	0.85
Per common share cash dividend paid in the period	$	0.48	$	0.42	$	0.93	$	0.83

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On July 15, 2015, our board of directors declared a cash dividend of $0.49 per share for the quarterly period ended June 30, 2015 , which is payable on August 14, 2015 to shareholders of record as of July 31, 2015 .

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 certain of these risks. In addition, we have legacy power forward and swap contracts for which we entered into offsetting positions that eliminate the price risks associated with these power contracts.

As of December 31, 2014 , we had discontinued hedge accounting on certain of our crude derivative contracts as we did not expect them to be highly effective, for accounting purposes, in offsetting the variability in cash flows. This was caused primarily by volatility in basis differentials. As the forecasted transactions are still probable, accumulated gains and losses remain in other comprehensive income until earnings are impacted by the forecasted transactions. Changes in the derivative contracts’ fair value subsequent to the discontinuance of hedge accounting are reported in earnings. We may re-designate certain of these hedging relationships if their expected effectiveness improves.

Energy Commodity Price Risk Management

As of June 30, 2015 , we had entered into 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	(12.0	)	MMBbl
Crude oil basis	(11.4	)	MMBbl
Natural gas fixed price	(55.6	)	Bcf
Natural gas basis	(30.4	)	Bcf
Derivatives not designated as hedging contracts
Crude oil fixed price	(14.8	)	MMBbl
Crude oil basis	(1.5	)	MMBbl
Natural gas fixed price	(26.3	)	Bcf
Natural gas basis	(34.7	)	Bcf
NGL fixed price	(83.6	)	MMBbl

As of June 30, 2015 , 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 2017. We have additional economic hedge contracts not designated as accounting hedges through December 2019.

Interest Rate Risk Management

As of June 30, 2015 and December 31, 2014, we had a combined notional principal amount of $9,700 million and $9,200 million , respectively, of fixed-to-variable interest rate swap agreements, effectively converting the interest expense associated with certain series of senior notes from fixed rates to variable rates based on an interest rate of London Interbank Offered Rate ( LIBOR) plus a spread. All of our swap agreements have termination dates that correspond to the maturity dates of the related series of senior notes and, as of June 30, 2015 , the maximum length of time over which we have hedged a portion of our exposure to the variability in the value of this debt due to interest rate risk is through March 15, 2035.

Foreign Currency Risk Management

In connection with the issuance of our Euro denominated senior notes in March 2015 (see Note 3), we entered into cross-currency swap agreements to manage the related foreign currency risk by effectively converting all of the fixed-rate Euro denominated debt, including annual interest payments and the payment of principal at maturity, to U.S. dollar denominated debt at fixed rates equivalent to approximately 3.79% and 4.67% for the 7 -year and 12 -year senior notes, respectively. These cross-currency swaps are accounted for as cash flow hedges. The terms of the cross-currency swap agreements correspond to the related hedged senior notes, and such agreements have the same maturities as the hedged senior notes.

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Fair Value of Derivative Contracts

The following table summarizes the fair values of our derivative contracts included in our accompanying consolidated balance sheets (in millions):



Fair Value of Derivative Contracts
		Asset derivatives				Liability derivatives
		June 30, 2015		December 31, 2014		June 30, 2015			December 31, 2014
	Balance sheet location	Fair value				Fair value
Derivatives designated as hedging contracts
Natural gas and crude derivative contracts	Fair value of derivative contracts/(Other current liabilities)	$	198	$	309	$	(42	)	$	(34	)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	46		6		(5		)	—
Subtotal		244		315		(47		)	(34		)
Interest rate swap agreements	Fair value of derivative contracts/(Other current liabilities)	147		143		—			—
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	201		260		(86		)	(53		)
Subtotal		348		403		(86		)	(53		)
Cross-currency swap agreements	Fair value of derivative contracts/(Other current liabilities)	—		—		(22		)	—
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	13		—		(9		)	—
Subtotal		13		—		(31		)	—
Total		605		718		(164		)	(87		)

Derivatives not designated as hedging contracts
Natural gas, crude and NGL derivative contracts	Fair value of derivative contracts/(Other current liabilities)	47		73		(6		)	(2		)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	111		196		(7		)	—
Subtotal		158		269		(13		)	(2		)
Power derivative contracts	Fair value of derivative contracts/(Other current liabilities)	9		10		(46		)	(57		)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	—		—		—			(16		)
Subtotal		9		10		(46		)	(73		)
Total		167		279		(59		)	(75		)
Total derivatives		$	772	$	997	$	(223	)	$	(162	)

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Effect of Derivative Contracts on the Income Statement

The following tables summarize the impact of our derivative contracts on our accompanying consolidated statements of income (in millions):



Derivatives in fair value hedging relationships	Location of gain/(loss) recognized in income on derivatives	Amount of gain/(loss) recognized in income on derivatives and related hedged item
		Three Months Ended June 30,						Six Months Ended June 30,
		2015			2014			2015			2014

Interest rate swap agreements	Interest expense	$	(233	)	$	57		$	(88	)	$	112

Hedged fixed rate debt	Interest expense	$	256		$	(57	)	$	117		$	(112	)



Derivatives in cash flow hedging relationships	Amount of gain/(loss) recognized in OCI on derivative (effective portion)(a)						Location of gain/(loss) reclassified from Accumulated OCI into income (effective portion)	Amount of gain/(loss) reclassified from Accumulated OCI into income (effective portion)(b)						Location of gain/(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Amount of gain/(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)
	Three Months Ended June 30,							Three Months Ended June 30,							Three Months Ended June 30,
	2015			2014				2015			2014				2015		2014
Energy commodity derivative contracts	$	(82	)	$	(88	)	Revenues—Natural gas sales	$	1		$	—		Revenues—Natural gas sales	$	—	$	—
							Revenues—Product sales and other	37			(19		)	Revenues—Product sales and other	3		(27		)
							Costs of sales	(14		)	5			Costs of sales	—		—
Interest rate swap agreements	1			(8		)	Interest expense	—			(2		)	Interest expense	—		—
Cross-currency swap	23			—			Other, net	33			—
Total	$	(58	)	$	(96	)	Total	$	57		$	(16	)	Total	$	3	$	(27	)



Derivatives in cash flow hedging relationships	Amount of gain/(loss) recognized in OCI on derivative (effective portion)(a)						Location of gain/(loss) reclassified from Accumulated OCI into income (effective portion)	Amount of gain/(loss) reclassified from Accumulated OCI into income (effective portion)(b)						Location of gain/(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Amount of gain/(loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)
	Six Months Ended June 30,							Six Months Ended June 30,							Six Months Ended June 30,
	2015			2014				2015			2014				2015		2014
Energy commodity derivative contracts	$	(47	)	$	(131	)	Revenues—Natural gas sales	$	25		$	(9	)	Revenues—Natural gas sales	$	—	$	—
							Revenues—Product sales and other	101			(25		)	Revenues—Product sales and other	10		(32		)
							Costs of sales	(19		)	6			Costs of sales	—		—
Interest rate swap agreements	(2		)	(10		)	Interest expense	(1		)	(2		)	Interest expense	—		—
Cross-currency swap	(11		)	—			Other, net	23			—
Total	$	(60	)	$	(141	)	Total	$	129		$	(30	)	Total	$	10	$	(32	)

_________

(a)

We expect to reclassify an approximate $182 million gain associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balances as of June 30, 2015 into earnings during the next twelve months (when the associated forecasted sales and purchases are also expected to occur), however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.


(b)	Amounts reclassified were the result of the hedged forecasted transactions actually affecting earnings (i.e., when the forecasted sales and purchases actually occurred).

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Derivatives not designated as accounting hedges	Location of gain/(loss) recognized in income on derivatives	Amount of gain/(loss) recognized in income on derivatives
		Three Months Ended June 30,						Six Months Ended June 30,
		2015			2014			2015		2014
Energy commodity derivative contracts	Revenues—Natural gas sales	$	(2	)	$	(9	)	$	3	$	(16	)
	Revenues—Product sales and other	(40		)	2			4		1
	Costs of sales	3			(3		)	—		7
	Other expense (income)	—			—			—		(2		)
Total(a)		$	(39	)	$	(10	)	$	7	$	(10	)

_______

(a) For the three and six months ended June 30, 2015, includes approximate gains of $7 million and $2 million , respectively, associated with natural gas, crude and NGL derivative contract settlements.

Credit Risks

In conjunction with the purchase of exchange-traded derivative contracts or when the market value of our derivative contracts with specific counterparties exceeds established limits, we are required to provide collateral to our counterparties, which may include posting letters of credit or placing cash in margin accounts. As of both June 30, 2015 and December 31, 2014 , we had $20 million of outstanding letters of credit supporting our commodity price risk management program. As of June 30, 2015 and December 31, 2014, we had cash margins of $24 million and $47 million posted as collateral and $12 million and $13 million , respectively, held as collateral.

We also have agreements with certain counterparties to our derivative contracts that contain provisions requiring the posting of additional collateral upon a decrease in our credit rating. As of June 30, 2015 , based on our current mark to market positions and posted collateral, we estimate that if our credit rating were downgraded one or two notches, we would not be required to post additional collateral.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Loss

Cumulative revenues, expenses, gains and losses that under GAAP are included within our comprehensive income but excluded from our earnings are reported as “Accumulated other comprehensive loss” within “Stockholders’ Equity” in our consolidated balance sheets. Changes in the components of our “Accumulated other comprehensive loss” not including non-controlling interests are summarized as follows (in millions):



	Net unrealized gains/(losses) on cash flow hedge derivatives			Foreign currency translation adjustments			Pension and other postretirement liability adjustments			Total accumulated other comprehensive income/(loss)
Balance as of December 31, 2014	$	327		$	(108	)	$	(236	)	$	(17	)
Other comprehensive loss before reclassifications	(60		)	(91		)	6			(145		)
Amounts reclassified from accumulated other comprehensive loss	(129		)	—			—			(129		)
Net current-period other comprehensive loss	(189		)	(91		)	6			(274		)
Balance as of June 30, 2015	$	138		$	(199	)	$	(230	)	$	(291	)



	Net unrealized gains/(losses) on cash flow hedge derivatives			Foreign currency translation adjustments			Pension and other postretirement liability adjustments			Total accumulated other comprehensive loss
Balance as of December 31, 2013	$	(3	)	$	2		$	(23	)	$	(24	)
Other comprehensive loss before reclassifications	(56		)	(2		)	2			(56		)
Amounts reclassified from accumulated other comprehensive loss	12			—			—			12
Net current-period other comprehensive loss	(44		)	(2		)	2			(44		)
Balance as of June 30, 2014	$	(47	)	$	—		$	(21	)	$	(68	)

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6. Fair Value

The fair values of our financial instruments are separated into three broad levels (Levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:


•	Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;


•	Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and


•	Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data).

Fair Value of Derivative Contracts

The following two tables summarize the fair value measurements of our (i) energy commodity derivative contracts; (ii) interest rate swap agreements; and (iii) cross-currency swap agreements, based on the three levels established by the Codification (in millions). 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														Net amount
	Level 1		Level 2		Level 3		Gross amount		Contracts available for netting			Cash collateral held(b)			Net amount
As of June 30, 2015
Energy commodity derivative contracts(a)	$	32	$	370	$	9	$	411	$	(52	)	$	(12	)	$	347
Interest rate swap agreements	$	—	$	348	$	—	$	348	$	(62	)	$	—		$	286
Cross-currency swap agreements	$	—	$	13	$	—	$	13	$	(13	)	$	—		$	—
As of December 31, 2014
Energy commodity derivative contracts(a)	$	49	$	533	$	12	$	594	$	(46	)	$	(13	)	$	535
Interest rate swap agreements	$	—	$	403	$	—	$	403	$	(44	)	$	—		$	359



	Balance sheet liability fair value measurements by level																Net amount
	Level 1			Level 2			Level 3			Gross amount			Contracts available for netting		Collateral posted(c)		Net amount
As of June 30, 2015
Energy commodity derivative contracts(a)	$	(6	)	$	(54	)	$	(46	)	$	(106	)	$	52	$	24	$	(30	)
Interest rate swap agreements	$	—		$	(86	)	$	—		$	(86	)	$	62	$	—	$	(24	)
Cross-currency swap agreements	$	—		$	(31	)	$	—		$	(31	)	$	13	$	—	$	(18	)
As of December 31, 2014
Energy commodity derivative contracts(a)	$	(25	)	$	(11	)	$	(73	)	$	(109	)	$	46	$	47	$	(16	)
Interest rate swap agreements	$	—		$	(53	)	$	—		$	(53	)	$	44	$	—	$	(9	)

_______


(a)	Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC West Texas Intermediate swaps and options. Level 3 consists primarily of power derivative contracts.


(b)	Cash margin deposits held by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current liabilities” on our accompanying consolidated balance sheets.


(c)	Cash margin deposits posted by us associated with our energy commodity contract positions and OTC swap agreements and reported within “Other current assets” on our accompanying consolidated balance sheets.

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The table below provides a summary of changes in the fair value of our Level 3 energy commodity derivative contracts (in millions):

Significant unobservable inputs (Level 3)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Derivatives-net asset (liability)
Beginning of Period	$	(49	)	$	(100	)	$	(61	)	$	(110	)
Total gains or (losses)
Included in earnings	—			(21		)	—			(14		)
Included in other comprehensive loss	—			(9		)	—			(10		)
Settlements	12			14			24			18
End of Period	$	(37	)	$	(116	)	$	(37	)	$	(116	)
The amount of total gains or (losses) for the period included in earnings attributable to the change in unrealized gains or (losses) relating to assets held at the reporting date	$	1		$	(13	)	$	3		$	(16	)

As of June 30, 2015 , our Level 3 derivative assets and liabilities consisted primarily of power derivative contracts, where a significant portion of fair value is calculated from underlying market data that is not readily observable. The derived values use industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value.

Fair Value of Financial Instruments

The estimated fair value of our outstanding debt balances (the carrying amounts below include both short-term and long-term and debt fair value adjustments), is disclosed below (in millions):



	June 30, 2015				December 31, 2014
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Total debt	$	44,553	$	43,790	$	42,814	$	43,582

We used Level 2 input values to measure the estimated fair value of our outstanding debt balances as of both June 30, 2015 and December 31, 2014 .

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7. Reportable Segments

Financial information by segment follows (in millions):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues
Natural Gas Pipelines
Revenues from external customers	$	2,091		$	2,464		4,268			5,021
Intersegment revenues	5			1			8			5
CO ₂	353			454			799			937
Terminals
Revenues from external customers	469			420			926			811
Intersegment revenues	1			1			1			1
Products Pipelines
Revenues from external customers	477			524			921			1,058
Intersegment revenues	1			—			1			—
Kinder Morgan Canada	65			68			125			137
Other	(1		)	(2		)	3			2
Total segment revenues	3,461			3,930			7,052			7,972
Other revenues	9			9			18			18
Less: Total intersegment revenues	(7		)	(2		)	(10		)	(6		)
Total consolidated revenues	$	3,463		$	3,937		$	7,060		$	7,984



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Segment Earnings Before DD&A(a)
Natural Gas Pipelines	$	928		$	955		$	1,943		$	2,025
CO ₂	240			332			576			695
Terminals	279			233			549			443
Products Pipelines	277			202			523			410
Kinder Morgan Canada	37			40			78			88
Other	(40		)	—			(46		)	7
Total segment earnings before DD&A	1,721			1,762			3,623			3,668
DD&A expense	(570		)	(502		)	(1,108		)	(998		)
Amortization of excess cost of equity investments	(14		)	(11		)	(26		)	(21		)
Other revenues	9			9			18			18
General and administrative expense	(164		)	(154		)	(380		)	(326		)
Interest expense, net of unallocable interest income	(472		)	(444		)	(986		)	(894		)
Unallocable income tax expense	(168		)	(163		)	(380		)	(349		)
Total consolidated net income	$	342		$	497		$	761		$	1,098



	June 30, 2015		December 31, 2014
Assets
Natural Gas Pipelines	$	54,450	$	52,532
CO ₂	5,124		5,227
Terminals	9,212		8,850
Products Pipelines	8,402		7,179
Kinder Morgan Canada	1,525		1,593
Other	436		455
Total segment assets	79,149		75,836
Corporate assets(b)	6,402		7,157
Assets held for sale	59		56
Total consolidated assets	$	85,610	$	83,049

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(a)

We evaluate performance based on each segment’s earnings before DD&A. Amounts include revenues, earnings from equity investments, allocable interest income, and other, net, less operating expenses, allocable income taxes, and other expense (income), net, and losses on impairments and disposals of long-lived assets, net and equity investments. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes.


(b)	Includes cash and cash equivalents, margin and restricted deposits, unallocable interest receivable, prepaid assets and deferred charges, risk management assets related to debt fair value adjustments and miscellaneous corporate assets (such as information technology and telecommunications equipment) not allocated to individual segments.

8. Income Taxes

Income tax expense included in our accompanying consolidated statements of income were as follows (in millions, except percentages):



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Income tax expense	$	189		$	178		$	413		$	378
Effective tax rate	35.6		%	26.4		%	35.2		%	25.6		%

Income tax expense for the three months ended June 30, 2015 is approximately $189 million resulting in an effective tax rate of 35.6% , as compared with $178 million income tax expense and an effective tax rate of 26.4% , for the same period of 2014 . The effective tax rate for the three months ended June 30, 2015 is slightly higher than the statutory federal rate of 35% primarily due to state and foreign income taxes, partially offset by dividend-received deductions from our investment in Citrus Corporation (Citrus).

Income tax expense for the six months ended June 30, 2015 is approximately $413 million resulting in an effective tax rate of 35.2% , as compared with $378 million income tax expense and an effective tax rate of 25.6% , for the same period of 2014 . The effective tax rate for the six months ended June 30, 2015 is marginally higher than the statutory federal rate of 35% primarily due to state and foreign income taxes, offset by (i) dividend-received deductions from our investment in Citrus and (ii) the change in the effective state tax rate as a result of the Hiland acquisition.

The effective tax rate for the three months ended June 30, 2014 is lower than the statutory federal rate of 35% primarily due to (i) the net effect of consolidating KMP’s and EPB’s income tax provision, (ii) dividend-received deductions from our investment in Citrus, and (iii) adjustments to our income tax reserve for uncertain tax positions. These decreases are partially offset by (i) state income taxes and (ii) the amortization of the deferred charge recorded as a result of the drop-downs of TGP, EPNG, and the midstream assets.

The effective tax rate for the six months ended June 30, 2014 is lower than the statutory federal rate of 35% primarily due to (i) the net effect of consolidating KMP’s and EPB’s income tax provision, and (ii) dividend-received deductions from our investment in Citrus. These decreases are partially offset by (i) state income taxes and (ii) the amortization of the deferred charge recorded as a result of the drop-downs of TGP, EPNG, and the midstream assets.

As of June 30, 2015, the total amount of unrecognized tax benefits relating to uncertain tax positions is $160 million , a decrease of $29 million from the December 31, 2014 balance of $189 million . This $29 million decrease in unrecognized tax benefits resulted primarily from the settlement of a claim for refund and certain statute of limitations expiration related to state income taxes.

9. Litigation, Environmental and Other Contingencies

We and our subsidiaries are parties to various legal, regulatory and other matters arising from the day-to-day operations of our businesses that may result in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves, that the ultimate resolution of such items will not have a material adverse impact on our business, financial position, results of operations or dividends to our shareholders. We believe we have meritorious 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

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contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.

Federal Energy Regulatory Commission Proceedings

SFPP

The tariffs and rates charged by SFPP are subject to a number of ongoing proceedings at the FERC, including the complaints and protests of various shippers. In general, these complaints and protests allege the rates and tariffs charged by SFPP are not just and reasonable under the Interstate Commerce Act (ICA). In late June of 2014, certain shippers filed additional complaints with the FERC (docketed at OR14-35 and OR14-36) challenging SFPP’s adjustments to its rates in 2012 and 2013 for inflation under the FERC’s indexing regulations. If the shippers are successful in proving these claims or other of their claims, they are entitled to seek reparations (which may reach back up to two years prior to the filing of their complaints) or refunds of any excess rates paid, and SFPP may be required to reduce its rates going forward. These proceedings tend to be protracted, with decisions of the FERC often appealed to the federal courts. The issues involved in these proceedings include, among others, whether indexed rate increases are justified, and the appropriate level of return and income tax allowance we may include in our rates. With respect to all of the SFPP proceedings at the FERC, we estimate that the shippers are seeking approximately $20 million in annual rate reductions and approximately $110 million in refunds. However, applying the principles of several recent FERC decisions in SFPP cases, as applicable, to pending cases would result in substantially lower rate reductions and refunds than those sought by the shippers. We do not expect refunds in these cases to have an impact on our dividends to our shareholders.

EPNG

The tariffs and rates charged by EPNG are subject to two ongoing FERC proceedings (the “2008 rate case” and the “2010 rate case”). With respect to the 2008 rate case, the FERC issued its decision (Opinion 517-A) in July 2015. FERC generally upheld its prior determinations, ordered refunds to be paid within 60 days, and stated that it will apply its findings in Opinion 517-A to the same issues in the 2010 rate case. EPNG is evaluating Opinion 517-A and considering its appellate options. With respect to the 2010 rate case, the FERC issued its decision (Opinion 528) on October 17, 2013. EPNG sought rehearing on certain issues in Opinion 528. As required by Opinion 528, EPNG filed revised pro forma recalculated rates consistent with the terms of Opinion 528. The FERC also required an Administrative Law Judge (ALJ) to conduct an additional hearing concerning one of the issues in Opinion 528. On September 17, 2014, the ALJ issued an initial decision finding certain shippers qualify for lower rates under a prior settlement. EPNG has sought FERC review of the ALJ decision. EPNG believes it has an appropriate reserve related to the findings in Opinions 517-A and 528 for both rate cases. We do not expect refunds in these cases to have an impact on our dividends to our shareholders.

Other Commercial Matters

Union Pacific Railroad Company Easements & Related Litigation

SFPP and Union Pacific Railroad Company (UPRR) are engaged in a proceeding to determine the extent, if any, to which the rent payable by SFPP for the use of pipeline easements on rights-of-way held by UPRR should be adjusted pursuant to existing contractual arrangements for the ten -year period beginning January 1, 2004 ( Union Pacific Railroad Company v. Santa Fe Pacific Pipelines, Inc., SFPP, L.P., Kinder Morgan Operating L.P. “D”, Kinder Morgan G.P., Inc., et al., Superior Court of the State of California for the County of Los Angeles, filed July 28, 2004). In September 2011, the trial judge determined that the annual rent payable as of January 1, 2004 was $14 million , subject to annual consumer price index increases. Judgment was entered by the Superior Court on May 29, 2012 and SFPP appealed the judgment.

By notice dated October 25, 2013, UPRR demanded the payment of $22.3 million in rent for the first year of the next ten -year period beginning January 1, 2014, which SFPP rejected.

On November 5, 2014, the Court of Appeals issued an opinion which reversed the judgment, including the award of prejudgment interest, and remanded the matter to the trial court for a determination of UPRR’s property interest in its right-of-way, including whether UPRR has sufficient interest to grant SFPP’s easements. UPRR filed a petition for rehearing with the Court of Appeals, and a subsequent petition for review to the California Supreme Court, both of which were denied.

On April 23, 2015, after the above-referenced decision by the California Court of Appeals which held that UPRR does not own the subsurface rights to grant certain easements and may not be able to collect rent from those easements, a purported class action lawsuit was filed in the U.S. District Court for the Northern District of California (Case No. 01842) by private

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landowners in California who claim to be the lawful owners of subsurface real property allegedly used or occupied by UPRR or SFPP. Fourteen substantially similar and follow-on lawsuits have been filed in federal courts by landowners in Oregon, Nevada, Arizona, New Mexico and Texas. These suits, which are brought purportedly as class actions on behalf of all landowners who own land in fee adjacent to and underlying the railroad easement under which the SFPP pipeline is located in those respective states, assert claims against UPRR, SFPP, KMGP, and Kinder Morgan Operating L.P. “D” for declaratory judgment, trespass, ejectment, quiet title, unjust enrichment, accounting, and alleged unlawful business acts and practices arising from defendants’ alleged improper use or occupation of subsurface real property. SFPP views these cases as primarily a dispute between UPRR and the plaintiffs. UPRR purported to grant SFPP a network of subsurface pipeline easements along UPRR’s railroad right-of-way. SFPP relied on the validity of those easements and paid rent to UPRR for the value of those easements. We believe we have recorded a right-of-way liability sufficient to cover our potential liability, if any, for back rent.

SFPP and UPRR are also engaged in multiple disputes over the circumstances under which SFPP must pay for a relocation of its pipeline within the UPRR right-of-way and the safety standards that govern relocations. In July 2006, a trial before a judge regarding the circumstances under which SFPP must pay for relocations concluded, and the judge determined that SFPP must pay for any relocations resulting from any legitimate business purpose of the UPRR. SFPP appealed this decision, and in December 2008, the appellate court affirmed the decision. In addition, UPRR contends that SFPP must comply with the more expensive American Railway Engineering and Maintenance-of-Way Association (AREMA) standards in determining when relocations are necessary and in completing relocations. Each party is seeking declaratory relief with respect to its positions regarding the application of these standards with respect to relocations. A trial occurred in the fourth quarter of 2011, with a verdict having been reached that SFPP was obligated to comply with AREMA standards in connection with a railroad project in Beaumont Hills, California. On June 13, 2014, the trial court issued a statement of decision addressing all of the causes of action and defenses and resolved those matters against SFPP, consistent with the jury’s verdict. On June 29, 2015, the parties entered into a confidential settlement of all of the claims relating to the project in Beaumont Hills and the case was dismissed.

Since SFPP does not know UPRR’s plans for projects or other activities that would cause pipeline relocations, it is difficult to quantify the effects of the outcome of these cases on SFPP. Even if SFPP is successful in advancing its positions, significant relocations for which SFPP must nonetheless bear the cost (i.e., for railroad purposes, with the standards in the federal Pipeline Safety Act applying) could have an adverse effect on our financial position, results of operations, cash flows, and our dividends to our shareholders. These effects could be even greater in the event SFPP is unsuccessful in one or more of these lawsuits.

Plains Gas Solutions, LLC v. Tennessee Gas Pipeline Company, L.L.C. et al.

On October 16, 2013, Plains Gas Solutions, LLC (Plains) filed a petition in the 151 ^st Judicial District Court for Harris County, Texas (Case No. 62528) against TGP, Kinetica Partners, LLC and two other Kinetica entities. The case was removed to the United States District Court for the Southern District of Texas. The suit arises from the sale by TGP of the Cameron System in Louisiana to Kinetica Partners, LLC on September 1, 2013. Plains alleges that defendants breached a straddle agreement requiring that gas on the Cameron System be committed to Plains’ Grand Chenier gas-processing facility, that requisite daily volume reports were not provided, that TGP improperly assigned its obligations under the straddle agreement to Kinetica, and that defendants interfered with Plains’ contracts with producers. The petition alleges damages of at least $100 million . Under the Amended and Restated Purchase and Sale Agreement with Kinetica, Kinetica is obligated to defend and indemnify TGP in connection with the gas commitment and reporting claims. After agreeing initially to defend and indemnify TGP against such claims, Kinetica withdrew its defense and disputed its indemnity obligation. We intend to vigorously defend the suit and pursue Kinetica, if necessary, for indemnity and costs of defense.

Brinckerhoff v. El Paso Pipeline GP Company, LLC., et al.

In December 2011 ( Brinckerhoff I ), March 2012, ( Brinckerhoff II ), May 2013 ( Brinckerhoff III ) and June 2014 ( Brinckerhoff IV), derivative lawsuits were filed in Delaware Chancery Court against El Paso Corporation, El Paso Pipeline GP Company, L.L.C., the general partner of EPB, and the directors of the general partner at the time of the relevant transactions. EPB was named in these lawsuits as a “Nominal Defendant.” The lawsuits arise from the March 2010, November 2010, May 2012 and June 2011 drop-down transactions involving EPB’s purchase of SLNG, Elba Express, CPG and interests in SNG and CIG. The lawsuits allege various conflicts of interest and that the consideration paid by EPB was excessive. Brinckerhoff I and II were consolidated into one proceeding. Motions to dismiss were filed in Brinckerhoff III and Brinckerhoff IV, and such motions remain pending. On June 12, 2014, defendants’ motion for summary judgment was granted in Brinckerhoff I, dismissing the case in its entirety. Defendants’ motion for summary judgment in Brinckerhoff II was granted in part, dismissing certain claims and allowing the matter to go to trial in late 2014 on the remaining claims. On April 20, 2015, the Court issued a post-trial memorandum opinion (Memorandum Opinion) in Brinckerhoff II entering judgment in favor of all of the defendants other than the general partner of EPB, but finding the general partner liable for breach of contract in connection with EPB’s

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purchase of 49% interests in Elba and SLNG and a 15% interest in SNG in a $1.13 billion drop-down transaction that closed on November 19, 2010 (Fall Dropdown), prior to our acquisition of El Paso Corporation in 2012. In its Memorandum Opinion, the Court determined that EPB suffered damages of $171 million from the Fall Dropdown, which the Court determined to be the amount that EPB overpaid for Elba. We believe the claim is derivative in nature and was extinguished by our acquisition on November 26, 2014, pursuant to a merger agreement, of all of the outstanding common units of EPB that we did not already own. On December 2, 2014, we filed a motion to dismiss the remaining claims in Brinckerhoff II based upon our acquisition of all of the outstanding common units of EPB. Pursuant to the Court’s scheduling order, we filed a brief in support of our motion to dismiss on May 29, 2015. Oral argument on the motion is set for July 30, 2015. In the event our motion to dismiss is denied, we will consider an appeal to the Delaware Supreme Court once a final decision is issued. At the present time, we do not believe that an ultimate award, if any, will have a material financial impact on our Company. We continue to believe the transactions at issue were appropriate and in the best interests of EPB and we intend to continue to defend the lawsuits vigorously.

Price Reporting Litigation

Beginning in 2003, several lawsuits were filed by purchasers of natural gas against El Paso Corporation, El Paso Marketing L.P. and numerous other energy companies based on a claim under state antitrust law that such defendants conspired to manipulate the price of natural gas by providing false price information to industry trade publications that published gas indices. Several of the cases have been settled or dismissed. The remaining cases, which were pending in Nevada federal court, were dismissed, but the dismissal was reversed by the 9 ^th Circuit Court of Appeals. The U.S. Supreme Court affirmed the 9 ^th Circuit Court of Appeals in a decision dated April 21, 2015, and the cases were then remanded to the Nevada federal court for further consideration and trial, if necessary, of numerous remaining issues. Although damages in excess of $140 million have been alleged in total against all defendants in one of the remaining lawsuits where a damage number is provided, there remains significant uncertainty regarding the validity of the causes of action, the damages asserted and the level of damages, if any, that may be allocated to us. Therefore, our costs and legal exposure related to the remaining outstanding lawsuits and claims are not currently determinable.

Kinder Morgan, Inc. Corporate Reorganization Litigation

Certain unitholders of KMP and EPB filed five putative class action lawsuits in the Court of Chancery of the State of Delaware in connection with the Merger Transactions, which the Court consolidated under the caption In re Kinder Morgan, Inc. Corporate Reorganization Litigation (Consolidated Case No. 10093-VCL). The plaintiffs originally sought to enjoin one or more of the proposed Merger Transactions, which relief the Court denied on November 5, 2014. On December 12, 2014, the plaintiffs filed a Verified Second Consolidated Amended Class Action Complaint, which purports to assert claims on behalf of both the former EPB unitholders and the former KMP unitholders. The EPB plaintiff alleged that (i) El Paso Pipeline GP Company, L.L.C. ( EPGP ), the general partner of EPB, and the directors of EPGP breached duties under the EPB partnership agreement, including the implied covenant of good faith and fair dealing, by entering into the EPB Transaction; (ii) EPB, E Merger Sub LLC, KMI and individual defendants aided and abetted such breaches; and (iii) EPB, E Merger Sub LLC, KMI, and individual defendants tortiously interfered with the EPB partnership agreement by causing EPGP to breach its duties under the EPB partnership agreement.

The KMP plaintiffs allege that (i) KMR, KMGP, and individual defendants breached duties under the KMP partnership agreement, including the implied duty of good faith and fair dealing, by entering into the KMP Transaction and by failing to adequately disclose material facts related to the transaction; (ii) KMI aided and abetted such breach; and (iii) KMI, KMP, KMR, P Merger Sub LLC, and individual defendants tortiously interfered with the rights of the plaintiffs and the putative class under the KMP partnership agreement by causing KMGP to breach its duties under the KMP partnership agreement. The complaint seeks declaratory relief that the transactions were unlawful and unenforceable, reformation, rescission, rescissory or compensatory damages, interest, and attorneys’ and experts’ fees and costs. On December 30, 2014, the defendants moved to dismiss the complaint. Oral argument on defendants’ motion to dismiss occurred on June 12, 2015 and the motion remains under consideration by the Court. On April 2, 2015, the EPB plaintiff and the defendants submitted a stipulation and proposed order of dismissal, agreeing to dismiss all claims brought by the EPB plaintiff with prejudice as to the EPB lead plaintiff and without prejudice to all other members of the putative EPB class. The Court entered such order on April 2, 2015. The defendants believe the allegations against them lack merit, and they intend to vigorously defend these lawsuits.

Kinder Morgan Energy Partners, L.P. Capex Litigation

Putative class action and derivative complaints were filed in the Court of Chancery in the State of Delaware against defendants KMI, KMGP and nominal defendant KMEP on February 5, 2014 and March 27, 2014 captioned Slotoroff v. Kinder Morgan, Inc., Kinder Morgan G.P., Inc. et al (Case No. 9318) and Burns et al v. Kinder Morgan, Inc., Kinder Morgan G.P., Inc.

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et al (Case No. 9479) respectively. The cases were consolidated on April 8, 2014 (Consolidated Case No. 9318). The consolidated suit seeks to assert claims both individually and on behalf of a putative class consisting of all public holders of KMEP units during the period of February 5, 2011 through the date of the filing of the complaints. The suit alleges direct and derivative causes of action for breach of the partnership agreement, breach of the duty of good faith and fair dealing, aiding and abetting, and tortious interference. Among other things, the suit alleges that defendants made a bad faith allocation of capital expenditures to expansion capital expenditures rather than maintenance capital expenditures for the alleged purpose of “artificially” inflating KMEP’s distributions and growth rate. The suit seeks disgorgement of any distributions to KMGP, KMI and any related entities, beyond amounts that would have been distributed in accordance with a “good faith” allocation of maintenance capital expenses, together with other unspecified monetary damages including punitive damages and attorney fees. Defendants believe this suit is without merit and intend to defend it vigorously.

Walker v. Kinder Morgan, Inc., Kinder Morgan G.P., Inc. et al.

On March 6, 2014, a putative class action and derivative complaint was filed in the District Court of Harris County, Texas (Case No. 2014-11872 in the 215th Judicial District) against KMI, KMGP, KMR, Richard D. Kinder, Steven J. Kean, Ted A. Gardner, Gary L. Hultquist, Perry M. Waughtal and nominal defendant KMEP. The suit was filed by Kenneth Walker, a purported unit holder of KMEP, and alleges derivative causes of action for alleged violation of duties owed under the partnership agreement, breach of the implied covenant of good faith and fair dealing, “abuse of control” and “gross mismanagement” in connection with the calculation of distributions and allocation of capital expenditures to expansion capital expenditures and maintenance capital expenditures. The suit seeks unspecified money damages, interest, punitive damages, attorney and expert fees, costs and expenses, unspecified equitable relief, and demands a trial by jury. Defendants believe this suit is without merit and intend to defend it vigorously. By agreement of the parties, the case is stayed pending further resolution of the Kinder Morgan Energy Partners, L.P. Capex Litigation described above.

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.

General

As of June 30, 2015 and December 31, 2014, our total reserve for legal matters was $470 million and $400 million , respectively. The reserve primarily relates to various claims from regulatory rate and right-of-way proceedings arising in our products pipeline segment and natural gas pipeline segment’s regulatory rate proceedings as well as certain corporate matters. The overall increase in the reserve from December 31, 2014 related to certain legal developments during the quarter on corporate matters.

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 federal, state and local laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental law and regulations, risks of additional costs and liabilities are inherent in pipeline, terminal and CO ₂ field and oil field operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments, 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, could result in substantial costs and liabilities to us.

We are currently involved in several governmental proceedings involving alleged violations of environmental and safety regulations. As we receive notices of non-compliance, we attempt to negotiate and settle such matters where appropriate. We do not believe that these alleged violations will have a material adverse effect on our business, financial position, results of operations or dividends to our shareholders.

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We are also currently involved in several governmental proceedings involving groundwater and soil remediation efforts under administrative orders or related state remediation programs. We have established a reserve to address the costs associated with the cleanup.

In addition, we are involved with and have been identified as a potentially responsible party in several federal and state superfund sites. Environmental reserves have been established for those sites where our contribution is probable and reasonably estimable. In addition, we are from time to time involved in civil proceedings relating to damages alleged to have occurred as a result of accidental leaks or spills of refined petroleum products, NGL, natural gas and CO ₂ .

Portland Harbor Superfund Site, Willamette River, Portland, Oregon

In December 2000, the EPA issued General Notice letters to potentially responsible parties including GATX Terminals Corporation (n/k/a KMLT). At that time, GATX owned two liquids terminals along the lower reach of the Willamette River, an industrialized area known as Portland Harbor. Portland Harbor is listed on the National Priorities List and is designated as a Superfund Site under CERCLA. A group of potentially responsible parties formed what is known as the Lower Willamette Group (LWG), of which KMLT is a non-voting member and pays a minimal fee to be part of the group. The LWG agreed to conduct the remedial investigation and feasibility study (RI/FS) leading to the proposed remedy for cleanup of the Portland Harbor site. Once the EPA determines the cleanup remedy from the remedial investigations and feasibility studies conducted during the last decade at the site, it will issue a Record of Decision (ROD). Currently, KMLT and 90 other parties are involved in a non-judicial allocation process to determine each party’s respective share of the cleanup costs. We are participating in the allocation process on behalf of KMLT and KMBT in connection with their current or former ownership or operation of four facilities located in Portland Harbor. We expect the RI/FS process to conclude in 2016, after which the EPA is expected to develop a proposed plan leading to a ROD targeted for 2017. The allocation process will follow the issuance of the ROD with an expected completion date of 2017. We anticipate that the cleanup activities will begin within one year of the issuance of the ROD.

Roosevelt Irrigation District v. Kinder Morgan G.P., Inc., Kinder Morgan Energy Partners, L.P. , U.S. District Court, Arizona

The Roosevelt Irrigation District sued KMGP, KMEP and others under CERCLA for alleged contamination of the water purveyor’s wells. The First Amended Complaint sought $175 million in damages against approximately 70 defendants. On August 6, 2013 plaintiffs filed their Second Amended Complaint seeking monetary damages in unspecified amounts and reducing the number of defendants to 26 including KMEP and SFPP. The claims now presented against KMEP and SFPP are related to alleged releases from a specific parcel within the SFPP Phoenix Terminal and the alleged impact of such releases on water wells owned by the plaintiffs and located in the vicinity of the Terminal. We have filed an answer, general denial, and affirmative defenses in response to the Second Amended Complaint.

Mission Valley Terminal Lawsuit

In August 2007, the City of San Diego, on its own behalf and purporting to act on behalf of the People of the State of California, filed a lawsuit against us and several affiliates seeking injunctive relief and unspecified damages allegedly resulting from hydrocarbon and methyl tertiary butyl ether (MTBE) impacted soils and groundwater beneath the City’s stadium property in San Diego arising from historic operations at the Mission Valley terminal facility. The case was filed in the Superior Court of California, San Diego County (Case No. 37-2007-00073033). On September 26, 2007, we removed the case to the U.S. District Court, Southern District of California (Case No. 07CV1883WCAB). The City disclosed in discovery that it is seeking approximately $170 million in damages for alleged lost value/lost profit from the redevelopment of the City’s property and alleged lost use of the water resources underlying the property. Later, in 2010, the City amended its initial disclosures to add claims for restoration of the site as well as a number of other claims that increased its claim for damages to approximately $365 million .

On November 29, 2012, the Court issued a Notice of Tentative Rulings on the parties’ summary adjudication motions. The Court tentatively granted our partial motions for summary judgment on the City’s claims for water and real estate damages and the State’s claims for violations of California Business and Professions Code § 17200, tentatively denied the City’s motion for summary judgment on its claims of liability for nuisance and trespass, and tentatively granted our cross motion for summary judgment on such claims. On January 25, 2013, the Court rendered judgment in favor of all defendants on all claims asserted by the City.

On February 20, 2013, the City of San Diego filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. On May 21, 2015, the Court of Appeals issued a memorandum decision which affirmed the District Court’s summary judgment

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in our favor with respect to the City’s claim under California Safe Drinking Water and Toxic Enforcement Act, but reversed the District Court’s summary judgment decision in our favor on the City’s remaining claims, and also reversed the District Court’s decision to exclude the City’s expert testimony. On July 14, 2015, the Court of Appeals denied our petition for rehearing and will issue a mandate sending the case back to the U.S. District Court. We expect to pursue additional potentially dispositive motions before the U.S. District Court and intend to continue to vigorously defend the case.

This site remains under the regulatory oversight and order of the California Regional Water Quality Control Board (RWQCB). SFPP has completed the soil and groundwater remediation at the City of San Diego’s stadium property site and conducted quarterly sampling and monitoring through 2014 as part of the compliance evaluation required by the RWQCB. SFPP expects the RWQCB to issue a notice of no further action with respect to the stadium property site. SFPP’s remediation effort is now focused on its adjacent Mission Valley Terminal site.

Uranium Mines in Vicinity of Cameron, Arizona

In the 1950s and 1960s, Rare Metals Inc., a historical subsidiary of EPNG, mined approximately twenty uranium mines in the vicinity of Cameron, Arizona, many of which are located on the Navajo Indian Reservation. The mining activities were in response to numerous incentives provided to industry by the U.S. to locate and produce domestic sources of uranium to support the Cold War-era nuclear weapons program. In May 2012, EPNG received a general notice letter from the EPA notifying EPNG of the EPA’s investigation of certain sites and its determination that the EPA considers EPNG to be a potentially responsible party within the meaning of CERCLA. In August 2013, EPNG and the EPA entered into an Administrative Order on Consent and Scope of Work pursuant to which EPNG will conduct a radiological assessment of the surface of the mines. On September 3, 2014, EPNG filed a complaint in the U.S. District Court for the District of Arizona (Case No. 3:14-08165-DGC) seeking cost recovery and contribution from the applicable federal government agencies toward the cost of environmental activities associated with the mines, given the pervasive control of such federal agencies over all aspects of the nuclear weapons program. Defendants filed an answer and counterclaims seeking contribution and recovery of response costs allegedly incurred by the federal agencies in investigating uranium impacts on the Navajo Reservation.

Lower Passaic River Study Area of the Diamond Alkali Superfund Site, Essex, Hudson, Bergen and Passaic Counties, New Jersey

EPEC Polymers, Inc. (EPEC Polymers) and EPEC Oil Company Liquidating Trust (EPEC Oil Trust), former El Paso Corporation entities now owned by KMI, are involved in an administrative action under CERCLA known as the Lower Passaic River Study Area Superfund Site (Site) concerning the lower 17-mile stretch of the Passaic River. It has been alleged that EPEC Polymers and EPEC Oil Trust may be potentially responsible parties under CERCLA based on prior ownership and/or operation of properties located along the relevant section of the Passaic River. EPEC Polymers and EPEC Oil Trust entered into two Administrative Orders on Consent (AOCs) which obligate them to investigate and characterize contamination at the Site. They are also part of a joint defense group (JDG) of approximately 70 cooperating parties which have entered into AOCs and are directing and funding the work required by the EPA. Under the first AOC, a remedial investigation and feasibility study (RI/FS) of the Site is presently estimated to be completed by 2015. Under the second AOC, the JDG members are conducting a CERCLA removal action at the Passaic River Mile 10.9, including the dredging of sediment in mud flats at this location of the river to a depth of two feet and installation of a cap. The dredging was completed in 2013 and capping work was completed in June 2014. We have established a reserve for the anticipated cost of compliance with the AOCs.

On April 11, 2014, the EPA announced the issuance of its Focused Feasibility Study (FFS) for the lower eight miles of the Passaic River Study Area, and its proposed plan for remedial alternatives to address the dioxin sediment contamination from the mouth of Newark Bay to River Mile 8.3. The EPA estimates the cost for the alternatives will range from $365 million to $3.2 billion . The EPA’s preferred alternative would involve dredging the river bank-to-bank and installing an engineered cap at an estimated cost of $1.7 billion . In its FFS, the EPA stated that it has identified over 100 industrial facilities as potentially responsible parties and it is likely that there are hundreds more private and public entities that could be named in any litigation concerning responsibility for the Site contamination.

No final remedy for this portion of the Site will be selected until the public comment and response period for the FFS is completed and the Record of Decision (ROD) is issued by EPA, which is expected in September 2015. Until the ROD is issued, there is uncertainty about what remedy will be implemented and the extent of potential costs. There is also uncertainty as to the impact of the RI/FS that the CPG is currently preparing for portions of the Site. The draft RI/FS was submitted by the CPG earlier in 2015 and proposes a different remedy than the FFS announced by the EPA. Therefore, the scope of potential EPA claims for the lower eight miles of the Passaic River is not reasonably estimable at this time.

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Southeast Louisiana Flood Protection Litigation

On July 24, 2013, the Board of Commissioners of the Southeast Louisiana Flood Protection Authority - East (SLFPA) filed a petition for damages and injunctive relief in state district court for Orleans Parish, Louisiana (Case No. 13-6911) against TGP, SNG and approximately 100 other energy companies, alleging that defendants’ drilling, dredging, pipeline and industrial operations since the 1930’s have caused direct land loss and increased erosion and submergence resulting in alleged increased storm surge risk, increased flood protection costs and unspecified damages to the plaintiff. The SLFPA asserts claims for negligence, strict liability, public nuisance, private nuisance, and breach of contract. Among other relief, the petition seeks unspecified monetary damages, attorney fees, interest, and injunctive relief in the form of abatement and restoration of the alleged coastal land loss including but not limited to backfilling and re-vegetation of canals, wetlands and reef creation, land bridge construction, hydrologic restoration, shoreline protection, structural protection, and bank stabilization. On August 13, 2013, the suit was removed to the U.S. District Court for the Eastern District of Louisiana. On February 13, 2015, the Court granted defendants’ motion to dismiss the suit for failure to state a claim, and issued an order dismissing the SLFPA’s claims with prejudice. The SLFPA filed a notice of appeal on February 20, 2015.

Plaquemines Parish Louisiana Coastal Zone Litigation

On November 8, 2013, the Parish of Plaquemines, Louisiana filed a petition for damages in the state district court for Plaquemines Parish, Louisiana (Docket No. 60-999) against TGP and 17 other energy companies, alleging that defendants’ oil and gas exploration, production and transportation operations in the Bastian Bay, Buras, Empire and Fort Jackson oil and gas fields of Plaquemines Parish caused substantial damage to the coastal waters and nearby lands (Coastal Zone) within the Parish, including the erosion of marshes and the discharge of oil waste and other pollutants which detrimentally affected the quality of state waters and plant and animal life, in violation of the State and Local Coastal Resources Management Act of 1978 (Coastal Zone Management Act). As a result of such alleged violations of the Coastal Zone Management Act, Plaquemines Parish seeks, among other relief, unspecified monetary relief, attorney fees, interest, and payment of costs necessary to restore the allegedly affected Coastal Zone to its original condition, including costs to clear, vegetate and detoxify the Coastal Zone. The case was removed to the U.S. District Court for the Eastern District of Louisiana, but it has since been remanded to the state district court. In connection with this suit, TGP has made two tenders for defense and indemnity: (1) to Anadarko, as successor to the entity that purchased TGP’s oil and gas assets in Bastian Bay, and (2) to Kinetica, which purchased TGP’s pipeline assets in Bastian Bay in 2013. Anadarko has accepted TGP’s tender (limited to oil and gas assets), and Kinetica rejected TGP’s tender. TGP responded to Kinetica by reasserting TGP’s demand for defense and indemnity and reserving its rights.

General

Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters set forth in this note, and other matters to which we and our subsidiaries are a party, will not have a material adverse effect on our business, financial position, results of operations or cash flows. As of June 30, 2015 and December 31, 2014, we have accrued a total reserve for environmental liabilities in the amount of $321 million and $340 million , respectively. In addition, as of both June 30, 2015 and December 31, 2014, we have recorded a receivable of $14 million , for expected cost recoveries that have been deemed probable.

10. Recent Accounting Pronouncements

ASU No. 2014-09

On May 28, 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606).” This ASU is designed to create greater comparability for financial statement users across industries and jurisdictions. The provisions of ASU No. 2014-09 include a five-step process by which entities will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which an entity expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures, provide more comprehensive guidance for transactions such as service revenue and contract modifications, and enhance guidance for multiple-element arrangements. ASU No. 2014-09 will be effective for U.S. public companies for annual reporting periods beginning after December 15, 2017, including interim reporting periods (January 1, 2018 for us). Early adoption is permitted for the interim periods within the adoption year. We are currently reviewing the effect of ASU No. 2014-09 on our revenue recognition.

ASU No. 2015-02

On February 18, 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidated Analysis.” This ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether

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they should consolidate certain legal entities. ASU No. 2015-02 will be effective for U.S. public companies for annual reporting periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. We are currently reviewing the effect of ASU No. 2015-02 on our consolidation conclusion and disclosure.

11. Guarantee of Securities of Subsidiaries

KMI, along with its direct and indirect subsidiaries KMP and Copano, are issuers of certain public debt securities. After the completion of the Merger Transactions, KMI, KMP, Copano and substantially all of KMI’s wholly owned domestic subsidiaries, entered into 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, the parent issuer, subsidiary issuers and other subsidiaries are all guarantors of each series of public debt. As a result of the cross guarantee agreement, a holder of any of the guaranteed public debt securities issued by KMI, KMP or Copano are in the same position with respect to the net assets, income and cash flows of KMI and the Subsidiary Issuers and Guarantors. The only amounts that are not available to the holders of each of the guaranteed public debt securities to satisfy the repayment of such securities are the net assets, income and cash flows of the Subsidiary Non-Guarantors.

In lieu of providing separate financial statements for each subsidiary issuer and guarantor, we have included the accompanying condensed consolidating financial statements based on Rule 3-10 of the SEC’s Regulation S-X. We have presented each of the parent and subsidiary issuers in separate columns in this single set of condensed consolidating financial statements.

Excluding fair value adjustments, as of June 30, 2015 , Parent Issuer and Guarantor, Subsidiary Issuer and Guarantor-KMP, Subsidiary Issuer and Guarantor-Copano, and Subsidiary Guarantors had $14,000 million , $20,360 million , $332 million , and $7,224 million of Guaranteed Notes outstanding, respectively. Included in the Subsidiary Guarantors debt balance as presented in the accompanying June 30, 2015 condensed consolidating balance sheets are approximately $178 million of capitalized lease debt that is not subject to the cross guarantee agreement.

The accounts within the Parent Issuer and Guarantor, Subsidiary Issuer and Guarantor-KMP, Subsidiary Issuer and Guarantor-Copano, Subsidiary Guarantors and Subsidiary Non-Guarantors are presented using the equity method of accounting for investments in subsidiaries, including subsidiaries that are guarantors and non-guarantors, for purposes of these condensed consolidating financial statements only. These intercompany investments and related activity eliminate in consolidation and are presented separately in the accompanying balance sheets and statements of income and cash flows.

A significant amount of each Issuers’ income and cash flow is generated by its respective subsidiaries. As a result, the funds necessary to meet its debt service and/or guarantee obligations are provided in large part by distributions or advances it receives from its respective subsidiaries. We utilize a centralized cash pooling program among our majority-owned and consolidated subsidiaries, including the Subsidiary Issuers and Guarantors and Subsidiary Non-Guarantors. The following Condensed Consolidating Statements of Cash Flows present the intercompany loan and distribution activity, as well as cash collection and payments made on behalf of our subsidiaries, as cash activities.

On January 1, 2015, EPB and its subsidiary, EPPOC merged with and into KMP with KMP surviving the merger. As a result of such merger, all of the wholly owned subsidiaries of EPB became wholly owned subsidiaries of KMP and effective January 1, 2015, EPB is no longer a Subsidiary Issuer and Guarantor. The condensed consolidating financial information reflects this transaction for all periods presented below.

Effective November 26, 2014, the Merger Transactions close date, KMR merged into KMI. Therefore, for all periods presented KMR’s financial statement balances and activities are reflected within the Parent Issuer and Guarantor column.

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Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended June 30, 2015 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Total Revenues	$	10		$	—		$	—		$	3,050		$	414		$	(11	)	$	3,463

Operating costs, expenses and other
Costs of sales	—			—			—			989			95			1			1,085
Depreciation, depletion and amortization	5			—			—			473			92			—			570
Other operating expenses	38			—			—			767			123			(12		)	916
Total operating costs, expenses and other	43			—			—			2,229			310			(11		)	2,571

Operating (loss) income	(33		)	—			—			821			104			—			892

Other income (expense)
Earnings (losses) from consolidated subsidiaries	483			666			(5		)	586			15			(1,745		)	—
Earnings from equity investments	—			—			—			114			—			—			114
Interest, net	(97		)	34			(12		)	(397		)	—			—			(472		)
Amortization of excess cost of equity investments and other, net	—			—			—			(5		)	2			—			(3		)

Income (loss) before income taxes	353			700			(17		)	1,119			121			(1,745		)	531

Income tax expense	(20		)	(2		)	—			(159		)	(8		)	—			(189		)

Net income (loss)	333			698			(17		)	960			113			(1,745		)	342
Net income attributable to noncontrolling interests	—			—			—			—			—			(9		)	(9		)
Net income (loss) attributable to controlling interests	$	333		$	698		$	(17	)	$	960		$	113		$	(1,754	)	$	333

Net Income (loss)	$	333		$	698		$	(17	)	$	960		$	113		$	(1,745	)	$	342
Total other comprehensive (loss) income	(98		)	(139		)	—			(206		)	23			322			(98		)
Comprehensive income (loss)	235			559			(17		)	754			136			(1,423		)	244
Comprehensive income attributable to noncontrolling interests	—			—			—			—			—			(9		)	(9		)
Comprehensive income (loss) attributable to controlling interests	$	235		$	559		$	(17	)	$	754		$	136		$	(1,432	)	$	235

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Condensed Consolidating Statements of Income and Comprehensive Income for the Three Months Ended June 30, 2014 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Total Revenues	$	9		$	—		$	—		$	3,505		$	422		$	1		$	3,937

Operating costs, expenses and other
Costs of sales	—			—			—			1,460			137			13			1,610
Depreciation, depletion and amortization	5			—			—			410			87			—			502
Other operating expenses	12			2			8			674			128			(12		)	812
Total operating costs, expenses and other	17			2			8			2,544			352			1			2,924

Operating (loss) income	(8		)	(2		)	(8		)	961			70			—			1,013

Other income (expense)
Earnings from consolidated subsidiaries	467			824			56			433			471			(2,251		)	—
Earnings from equity investments	—			—			—			100			—			—			100
Interest, net	(130		)	(28		)	(11		)	(255		)	(16		)	—			(440		)
Amortization of excess cost of equity investments and other, net	—			—			—			—			2			—			2

Income before income taxes	329			794			37			1,239			527			(2,251		)	675

Income tax expense	(7		)	(2		)	—			(18		)	(151		)	—			(178		)

Net income	322			792			37			1,221			376			(2,251		)	497
Net income attributable to noncontrolling interests	(38		)	(43		)	—			—			—			(132		)	(213		)
Net income attributable to controlling interests	$	284		$	749		$	37		$	1,221		$	376		$	(2,383	)	$	284

Net Income	$	322		$	792		$	37		$	1,221		$	376		$	(2,251	)	$	497
Total other comprehensive (loss) income	(8		)	(33		)	—			(45		)	65			(1		)	(22		)
Comprehensive income	314			759			37			1,176			441			(2,252		)	475
Comprehensive income attributable to noncontrolling interests	(36		)	(39		)	—			—			—			(122		)	(197		)
Comprehensive income attributable to controlling interests	$	278		$	720		$	37		$	1,176		$	441		$	(2,374	)	$	278

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Condensed Consolidating Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2015 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Total Revenues	$	19		$	—		$	—		$	6,276		$	789		$	(24	)	$	7,060

Operating costs, expenses and other
Costs of sales	—			—			—			1,990			184			1			2,175
Depreciation, depletion and amortization	10			—			—			915			183			—			1,108
Other operating expenses	50			38			1			1,452			291			(25		)	1,807
Total operating costs, expenses and other	60			38			1			4,357			658			(24		)	5,090

Operating (loss) income	(41		)	(38		)	(1		)	1,919			131			—			1,970

Other income (expense)
Earnings (losses) from consolidated subsidiaries	1,088			1,549			(28		)	1,134			31			(3,774		)	—
Earnings from equity investments	—			—			—			190			—			—			190
Interest, net	(201		)	7			(24		)	(752		)	(14		)	—			(984		)
Amortization of excess cost of equity investments and other, net	—			—			—			(8		)	6			—			(2		)

Income (loss) before income taxes	846			1,518			(53		)	2,483			154			(3,774		)	1,174

Income tax expense	(84		)	(4		)	—			(316		)	(9		)	—			(413		)

Net income (loss)	762			1,514			(53		)	2,167			145			(3,774		)	761
Net loss attributable to noncontrolling interests	—			—			—			—			—			1			1
Net income (loss) attributable to controlling interests	$	762		$	1,514		$	(53	)	$	2,167		$	145		$	(3,773	)	$	762

Net Income (loss)	$	762		$	1,514		$	(53	)	$	2,167		$	145		$	(3,774	)	$	761
Total other comprehensive loss	(274		)	(377		)	—			(501		)	(141		)	1,019			(274		)
Comprehensive income (loss)	488			1,137			(53		)	1,666			4			(2,755		)	487
Comprehensive loss attributable to noncontrolling interests	—			—			—			—			—			1			1
Comprehensive income (loss) attributable to controlling interests	$	488		$	1,137		$	(53	)	$	1,666		$	4		$	(2,754	)	$	488

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Condensed Consolidating Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2014 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Total Revenues	$	18		$	—		$	—		$	7,135		$	828		$	3		$	7,984

Operating costs, expenses and other
Costs of sales	—			—			—			2,957			269			27			3,253
Depreciation, depletion and amortization	10			—			—			809			179			—			998
Other operating expenses	20			3			15			1,313			246			(24		)	1,573
Total operating costs, expenses and other	30			3			15			5,079			694			3			5,824

Operating (loss) income	(12		)	(3		)	(15		)	2,056			134			—			2,160

Other income (expense)
Earnings from consolidated subsidiaries	973			1,771			100			792			927			(4,563		)	—
Earnings from equity investments	—			—			—			199			—			—			199
Interest, net	(262		)	(52		)	(22		)	(505		)	(47		)	—			(888		)
Amortization of excess cost of equity investments and other, net	—			—			—			(7		)	12			—			5

Income before income taxes	699			1,716			63			2,535			1,026			(4,563		)	1,476

Income tax expense	(41		)	(5		)	—			(29		)	(303		)	—			(378		)

Net income	658			1,711			63			2,506			723			(4,563		)	1,098
Net income attributable to noncontrolling interests	(87		)	(112		)	—			—			—			(328		)	(527		)
Net income attributable to controlling interests	$	571		$	1,599		$	63		$	2,506		$	723		$	(4,891	)	$	571

Net Income	$	658		$	1,711		$	63		$	2,506		$	723		$	(4,563	)	$	1,098
Total other comprehensive loss	(57		)	(151		)	—			(191		)	(45		)	328			(116		)
Comprehensive income	601			1,560			63			2,315			678			(4,235		)	982
Comprehensive income attributable to noncontrolling interests	(74		)	(107		)	—			—			—			(274		)	(455		)
Comprehensive income attributable to controlling interests	$	527		$	1,453		$	63		$	2,315		$	678		$	(4,509	)	$	527

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Condensed Consolidating Balance Sheets as of June 30, 2015 (In Millions) (Unaudited)

	Parent Issuer and Guarantor		Subsidiary Issuer and Guarantor - KMP		Subsidiary Issuer and Guarantor - Copano		Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated KMI
ASSETS
Cash and cash equivalents	$	29	$	—	$	—	$	14	$	120	$	—		$	163
Other current assets - affiliates	4,031		1,432		19		12,390		504		(18,376		)	—
All other current assets	193		137		1		2,127		322		(7		)	2,773
Property, plant and equipment, net	277		—		—		31,752		8,557		—			40,586
Investments	16		2		—		5,903		107		—			6,028
Investments in subsidiaries	32,013		30,062		1,883		17,358		3,303		(84,619		)	—
Goodwill	15,089		22		920		5,744		3,190		—			24,965
Notes receivable from affiliates	4,563		22,323		—		2,219		330		(29,435		)	—
Deferred tax assets	—		—		—		9,033		—		(3,624		)	5,409
Other non-current assets	238		246		—		5,075		127		—			5,686
Total assets	$	56,449	$	54,224	$	2,823	$	91,615	$	16,560	$	(136,061	)	$	85,610

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current portion of debt	$	686	$	875	$	—	$	1,471	$	122	$	—		$	3,154
Other current liabilities - affiliates	1,272		12,371		241		3,956		536		(18,376		)	—
All other current liabilities	294		432		9		1,971		646		(7		)	3,345
Long-term debt	13,835		20,012		382		6,481		689		—			41,399
Notes payable to affiliates	2,493		448		661		24,472		1,361		(29,435		)	—
Deferred income taxes	2,131		—		2		—		1,491		(3,624		)	—
All other long-term liabilities and deferred credits	566		191		1		985		464		—			2,207
Total liabilities	21,277		34,329		1,296		39,336		5,309		(51,442		)	50,105

Stockholders’ equity
Total KMI equity	35,172		19,895		1,527		52,279		11,251		(84,952		)	35,172
Noncontrolling interests	—		—		—		—		—		333			333
Total stockholders’ equity	35,172		19,895		1,527		52,279		11,251		(84,619		)	35,505
Total liabilities and stockholders’ equity	$	56,449	$	54,224	$	2,823	$	91,615	$	16,560	$	(136,061	)	$	85,610

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Condensed Consolidating Balance Sheets as of December 31, 2014 (In Millions)

	Parent Issuer and Guarantor		Subsidiary Issuer and Guarantor - KMP		Subsidiary Issuer and Guarantor - Copano		Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated KMI
ASSETS
Cash and cash equivalents	$	4	$	15	$	—	$	17	$	279	$	—		$	315
Other current assets - affiliates	1,868		1,335		11		11,573		403		(15,190		)	—
All other current assets	397		152		3		2,547		358		(20		)	3,437
Property, plant and equipment, net	263		—		5		29,490		8,806		—			38,564
Investments	16		1		—		5,910		109		—			6,036
Investments in subsidiaries	31,372		33,414		1,911		17,868		3,337		(87,902		)	—
Goodwill	15,087		22		920		5,419		3,206		—			24,654
Notes receivable from affiliates	4,459		19,832		—		2,415		496		(27,202		)	—
Deferred tax assets	—		—		—		9,256		—		(3,605		)	5,651
Other non-current assets	258		249		—		3,772		113		—			4,392
Total assets	$	53,724	$	55,020	$	2,850	$	88,267	$	17,107	$	(133,919	)	$	83,049

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current portion of debt	$	1,486	$	699	$	—	$	381	$	151	$	—		$	2,717
Other current liabilities - affiliates	709		11,949		115		1,551		866		(15,190		)	—
All other current liabilities	319		498		12		1,812		1,024		(20		)	3,645
Long-term debt	11,833		20,564		386		6,599		715		—			40,097
Notes payable to affiliates	2,619		153		753		22,437		1,240		(27,202		)	—
Deferred income taxes	2,099		—		2		—		1,504		(3,605		)	—
Other long-term liabilities and deferred credits	583		78		2		987		514		—			2,164
Total liabilities	19,648		33,941		1,270		33,767		6,014		(46,017		)	48,623

Stockholders’ equity
Total KMI equity	34,076		21,079		1,580		54,500		11,093		(88,252		)	34,076
Noncontrolling interests	—		—		—		—		—		350			350
Total stockholders’ equity	34,076		21,079		1,580		54,500		11,093		(87,902		)	34,426
Total liabilities and stockholders’ equity	$	53,724	$	55,020	$	2,850	$	88,267	$	17,107	$	(133,919	)	$	83,049

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Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2015 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Net cash (used in) provided by operating activities	$	(1,029	)	$	5,190		$	72		$	3,637		$	(26	)	$	(5,306	)	$	2,538

Cash flows from investing activities
Funding to affiliates	(304		)	(6,486		)	(2		)	(4,081		)	(355		)	11,228			—
Capital expenditures	(23		)	—			(3		)	(1,705		)	(183		)	5			(1,909		)
Contributions to investments	—			—			—			(45		)	—			—			(45		)
Investment in KMP	(159		)	—			—			—			—			159			—
Acquisitions of assets and investments	(1,709		)	—			—			(210		)	—			—			(1,919		)
Distributions from equity investments in excess of cumulative earnings	292			—			—			80			—			(258		)	114
Other, net	—			(2		)	5			8			9			(5		)	15
Net cash used in investing activities	(1,903		)	(6,488		)	—			(5,953		)	(529		)	11,129			(3,744		)

Cash flows from financing activities
Issuance of debt	9,485			—			—			—			—			—			9,485
Payment of debt	(8,598		)	(300		)	—			(38		)	(5		)	—			(8,941		)
Funding from (to) affiliates	1,539			3,906			(72		)	5,358			497			(11,228		)	—
Debt issue costs	(20		)	—			—			—			—			—			(20		)
Issuances of shares	2,562			—			—			—			—			—			2,562
Cash dividends	(2,006		)	—			—			—			—			—			(2,006		)
Repurchases of warrants	(5		)	—			—			—			—			—			(5		)
Contributions from parents	—			156			—			3			—			(159		)	—
Distributions to parents	—			(2,478		)	—			(3,010		)	(92		)	5,580			—
Distributions to noncontrolling interests	—			—			—			—			—			(16		)	(16		)
Other, net	—			(1		)	—			—			—			—			(1		)
Net cash provided by (used in) financing activities	2,957			1,283			(72		)	2,313			400			(5,823		)	1,058

Effect of exchange rate changes on cash and cash equivalents	—			—			—			—			(4		)	—			(4		)

Net increase (decrease) in cash and cash equivalents	25			(15		)	—			(3		)	(159		)	—			(152		)
Cash and cash equivalents, beginning of period	4			15			—			17			279			—			315
Cash and cash equivalents, end of period	$	29		$	—		$	—		$	14		$	120		$	—		$	163

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Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2014 (In Millions) (Unaudited)

	Parent Issuer and Guarantor			Subsidiary Issuer and Guarantor - KMP			Subsidiary Issuer and Guarantor - Copano			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated KMI
Net cash provided by (used in) operating activities	$	800		$	1,297		$	(87	)	$	3,058		$	796		$	(3,661	)	$	2,203

Cash flows from investing activities
Funding to affiliates	(207		)	(4,075		)	—			(3,248		)	(1,013		)	8,543			—
Capital expenditures	(21		)	—			(47		)	(1,461		)	(380		)	192			(1,717		)
Contributions to investments	—			(82		)	—			(103		)	—			82			(103		)
Investment in KMP	(24		)	—			—			—			—			24			—
Drop down assets to KMP	875			(875		)	—			—			—			—			—
Acquisitions of assets and investments	—			—			—			(993		)	—			—			(993		)
Distributions from equity investments in excess of cumulative earnings	37			278			—			92			—			(317		)	90
Other, net	—			(1		)	192			21			(4		)	(192		)	16
Net cash provided by (used in) investing activities	660			(4,755		)	145			(5,692		)	(1,397		)	8,332			(2,707		)

Cash flows from financing activities
Issuance of debt	2,565			6,883			—			—			—			—			9,448
Payment of debt	(3,173		)	(5,259		)	—			(76		)	(4		)	—			(8,512		)
Funding from (to) affiliates	151			2,664			(59		)	5,264			523			(8,543		)	—
Debt issue costs	(15		)	(14		)	—			—			—			—			(29		)
Cash dividends	(860		)	—			—			—			—			—			(860		)
Repurchases of shares and warrants	(192		)	—			—			—			—			—			(192		)
Contributions from parents	—			1,360			—			96			43			(1,499		)	—
Contributions from noncontrolling interests	—			—			—			—			—			1,395			1,395
Distributions to parents	—			(2,184		)	—			(2,664		)	(103		)	4,951			—
Distributions to noncontrolling interests	—			—			—			—			—			(976		)	(976		)
Other, net	—			(1		)	—			(1		)	—			1			(1		)
Net cash (used in) provided by financing activities	(1,524		)	3,449			(59		)	2,619			459			(4,671		)	273

Effect of exchange rate changes on cash and cash equivalents	—			—			—			—			(4		)	—			(4		)

Net decrease in cash and cash equivalents	(64		)	(9		)	(1		)	(15		)	(146		)	—			(235		)
Cash and cash equivalents, beginning of period	83			88			1			17			409			—			598
Cash and cash equivalents, end of period	$	19		$	79		$	—		$	2		$	263		$	—		$	363

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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 and (ii) our management’s discussion and analysis of financial condition and results of operations included in our 2014 Form 10-K.

Results of Operations

Non-GAAP Measures

The non-GAAP financial measures, DCF before certain items and segment EBDA before certain items are presented below under “—Distributable Cash Flow” and “—Consolidated Earnings Results,” respectively. Certain items are items that are required by GAAP to be reflected in net income, but typically either do not have a cash impact, or by their nature are separately identifiable from our normal business operations and, in our view, are likely to occur only sporadically.

Our non-GAAP measures described below should not be considered as an alternative to GAAP net income or any other GAAP measure. DCF before certain items and segment EBDA before certain items are not financial measures in accordance with GAAP and have important limitations as analytical tools. You should not consider either of these non-GAAP measures in isolation or as a substitute for an analysis of our results as reported under GAAP. Because DCF before certain items excludes some but not all items that affect net income and because DCF measures are defined differently by different companies in our industry, our DCF before certain items may not be comparable to DCF measures of other companies. Our computation of segment EBDA before certain items has similar limitations. Management compensates for the limitations of these non-GAAP measures by reviewing our comparable GAAP measures, understanding the differences between the measures and taking this information into account in its analysis and its decision making processes.

Distributable Cash Flow

DCF before certain items is an overall performance metric we use to estimate the ability of our assets to generate cash flows on an ongoing basis and as a measure of cash available to pay dividends. We believe the primary measure of company performance used by us, investors and industry analysts is cash generation performance. Therefore, we believe DCF before certain items is an important measure to evaluate our operating and financial performance and to compare it with the performance of other publicly traded companies within the industry. For a discussion of our anticipated dividends for 2015, see “—Financial Condition—Cash Flows—Dividends.”

The table below details the reconciliation of Net Income to DCF before certain items:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014

Net Income	$	342		$	497		$	761		$	1,098
Add/(Subtract):
Certain items before book tax(a)	42			22			90			40
Book tax certain items	(19		)	(4		)	(41		)	1
Certain items after book tax	23			18			49			41
Net income before certain items	365			515			810			1,139
Add/(Subtract):
Net income attributable to third-party noncontrolling interests(b)	(8		)	(3		)	(13		)	(3		)
Depreciation, depletion and amortization(c)	662			589			1,296			1,172
Book taxes(d)	227			201			489			415
Cash taxes(e)	(18		)	(300		)	(16		)	(304		)
Other, net(f)	8			127			16			14
Sustaining capital expenditures(g)	(141		)	(128		)	(245		)	(209		)
Declared distributions to noncontrolling interests(h)	—			(669		)	—			(1,319		)
DCF before certain items	$	1,095		$	332		$	2,337		$	905

Weighted Average Shares Outstanding for Dividends(i)	2,194			1,035			2,177			1,035
DCF per share before certain items	$	0.50		$	0.32		$	1.07		$	0.87
Declared dividend per common share	$	0.49		$	0.43		$	0.97		$	0.85

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(a)	Consists of certain items summarized in footnotes (b) through (d) to the “ — Consolidated Earnings Results” table included below, and described in more detail below in the footnotes to tables included in both our management’s discussion and analysis of segment results and “ — General and Administrative, Interest, and Noncontrolling Interests.”


(b)	Represents net income allocated to third-party ownership interests in consolidated subsidiaries other than our former master limited partnerships. Six month 2015 amount excludes a loss attributable to noncontrolling interests of $14 million related to an impairment included as a certain item.


(c)	Includes DD&A and amortization of excess cost of equity investments. Three and six month 2015 amounts also include $78 million and $162 million, respectively, and three and six month 2014 amounts also include $76 million and $153 million, respectively, of our share of equity investee’s DD&A.


(d)	Excludes book tax certain items and includes income tax allocated to the segments. Three and six month 2015 amounts also include $19 million and $35 million, respectively, and three and six month 2014 amounts also include $19 million and $38 million, respectively, of our share of taxable equity investee’s book tax expense.


(e)	Three and six month 2015 amounts include $(7) million and $(6) million, respectively, and three and six month 2014 amounts include $(12) million and $(14) million, respectively, of our share of taxable equity investee’s cash taxes.


(f)	For 2015, consists primarily of non-cash compensation associated with our restricted stock program and for 2014 consists primarily of excess coverage from our former master limited partnerships.


(g)	Three and six month 2015 amounts include $(16) million and $(34) million, respectively, and three and six month 2014 amounts include $(22) million and $(25) million, respectively, of our share of equity investee’s sustaining capital expenditures.


(h)	Represents distributions to KMP and EPB limited partner units formerly owned by the public.


(i)	Includes restricted stock awards that participate in dividends and dilutive effect of warrants.

Consolidated Earnings Results

In the Results of Operations table below and in the business segment tables that follow, segment EBDA before certain items is calculated by adjusting the segment earnings before DD&A for the applicable certain item amounts in the footnotes to those tables.

In general, interest expense, general and administrative expenses, DD&A and unallocable income taxes are not controllable by our business segment operating managers and therefore are not included when we measure business segment operating performance. Our general and administrative expenses include such items as employee benefits insurance, rentals, unallocated litigation and environmental expenses, and shared corporate services-including accounting, information technology, human resources and legal services.

We evaluate business segment performance primarily based on segment EBDA before certain items in relation to the level of capital allocated and consider this to be an important measure of our business segment performance. We account for intersegment sales at market prices.

Results of Operations

	Three Months Ended June 30,
	2015			2014			Earnings increase/(decrease)
	(In millions, except percentages)
Segment earnings before DD&A(a)
Natural Gas Pipelines	$	928		$	955		$	(27	)	(3	)%
CO ₂	240			332			(92		)	(28	)%
Terminals	279			233			46			20	%
Products Pipelines	277			202			75			37	%
Kinder Morgan Canada	37			40			(3		)	(8	)%
Other	(40		)	—			(40		)	n/a
Total segment earnings before DD&A(b)	1,721			1,762			(41		)	(2	)%
DD&A expense	(570		)	(502		)	(68		)	(14	)%
Amortization of excess cost of equity investments	(14		)	(11		)	(3		)	(27	)%
Other revenues	9			9			—			—	%
General and administrative expense(c)	(164		)	(154		)	(10		)	(6	)%
Interest expense, net of unallocable interest income(d)	(472		)	(444		)	(28		)	(6	)%
Income before unallocable income taxes	510			660			(150		)	(23	)%
Unallocable income tax expense	(168		)	(163		)	(5		)	(3	)%
Net income	342			497			(155		)	(31	)%
Net income attributable to noncontrolling interests	(9		)	(213		)	204			96	%
Net income attributable to Kinder Morgan, Inc.	$	333		$	284		$	49		17	%

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	Six Months Ended June 30,
	2015			2014			Earnings increase/(decrease)
	(In millions, except percentages)
Segment earnings before DD&A(a)
Natural Gas Pipelines	$	1,943		$	2,025		$	(82	)	(4	)%
CO ₂	576			695			(119		)	(17	)%
Terminals	549			443			106			24	%
Products Pipelines	523			410			113			28	%
Kinder Morgan Canada	78			88			(10		)	(11	)%
Other	(46		)	7			(53		)	(757	)%
Total segment earnings before DD&A(b)	3,623			3,668			(45		)	(1	)%
DD&A expense	(1,108		)	(998		)	(110		)	(11	)%
Amortization of excess cost of equity investments	(26		)	(21		)	(5		)	(24	)%
Other revenues	18			18			—			—	%
General and administrative expense(c)	(380		)	(326		)	(54		)	(17	)%
Interest expense, net of unallocable interest income(d)	(986		)	(894		)	(92		)	(10	)%
Income before unallocable income taxes	1,141			1,447			(306		)	(21	)%
Unallocable income tax expense	(380		)	(349		)	(31		)	(9	)%
Net income	761			1,098			(337		)	(31	)%
Net income attributable to noncontrolling interests	1			(527		)	528			100	%
Net income attributable to Kinder Morgan, Inc.	$	762		$	571		$	191		33	%

_______

n/a – not applicable

(a)

Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, allocable income taxes, other expense(income), net, and losses on impairments and disposals of long-lived assets, net and equity investments. Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes. Allocable income tax expenses included in segment earnings for the three months ended June 30, 2015 and 2014 were $21 million and $15 million, respectively, and for the six months ended June 30, 2015 and 2014 were $33 million and $29 million, respectively.

Certain item footnotes

(b)

Three and six month 2015 amounts include decreases in earnings of $106 million and $116 million, respectively, and three and six month 2014 amounts include decreases in earnings of $30 million and $43 million, respectively, related to the combined effect from all of the 2015 and 2014 certain items impacting segment earnings before DD&A and disclosed below in our management discussion and analysis of segment results.

(c)

Three and six month 2015 amounts include a decrease in expense of $9 million and an increase in expense of $29 million, respectively, and three and six month 2014 amounts include decreases in expense of $3 million for both periods, related to the combined effect from all of the 2015 and 2014 certain items related to general and administrative expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(d)

Three and six month 2015 amounts include decreases in expense of $55 million for both respective periods and three and six month 2014 amounts include a decrease in expense of $5 million and a net zero change, respectively, related to the combined effect from all of the 2015 and 2014 certain items related to interest expense, net of unallocable interest income disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

The certain items described in footnotes (b), (c) and (d) to the tables above accounted for a $20 million decrease in income before unallocable income taxes in the second quarter of 2015, when compared to the same prior year period (combining to decrease total income before unallocable income taxes by $42 million and $22 million for the second quarter of 2015 and 2014, respectively) and for a $50 million decrease in income before unallocable income taxes for the six months ended June 30, 2015, when compared to the same prior year period (combining to decrease total income before unallocable income taxes by $90 million and $40 million for the six months ended June 30, 2015 and 2014, respectively). After giving effect to these certain items, the remaining $130 million (19%) quarter-to-quarter decrease and the remaining $256 million (17%) year over year decrease in income before unallocable income taxes reflects increased DD&A expense, general and administrative expense and interest expense, net of unallocable interest income, while unfavorable commodity prices affecting our CO 2 business segment was essentially offset by better performance in our Products Pipelines and Terminals business segments.

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Natural Gas Pipelines



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In millions, except operating statistics)
Revenues(a)	$	2,096		$	2,465		$	4,276		$	5,026
Operating expenses	(1,227		)	(1,586		)	(2,399		)	(3,151		)
Loss on impairments and disposals of long-lived assets, net and equity investments	(39		)	(3		)	(118		)	(2		)
Other income (expense)	3			—			3			—
Earnings from equity investments	92			75			173			150
Interest income and Other, net	5			7			12			9
Income tax expense	(2		)	(3		)	(4		)	(7		)
Segment earnings before DD&A(b)	928			955			1,943			2,025
Certain items, net(b)	37			3			109			9
EBDA before certain items	$	965		$	958		$	2,052		$	2,034

Change from prior period	Increase/(Decrease)
Revenues before certain items	$	(370	)	(15		)%	$	(763	)	(15		)%
EBDA before certain items	$	7		1		%	$	18		1		%

Natural gas transport volumes (BBtu/d)(c)	26,684			26,027			28,052			26,709
Natural gas sales volumes (BBtu/d)(d)	2,408			2,208			2,402			2,231
Natural gas gathering volumes (BBtu/d)(e)	3,574			3,394			3,561			3,275
Crude/condensate gathering volumes (MBbl/d)(f)	346			273			338			262

_______

Certain item footnotes


(a)	Three and six month 2015 amounts include a decrease in revenue of $2 million and an increase in revenue of $6 million, respectively, and three and six month 2014 amounts include decreases in revenue of $3 million and $7 million, respectively, related to derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales.

(b)

Three and six month 2015 amounts include decreases in earnings of $37 million and $109 million, respectively, and three and six month 2014 amounts include decreases in earnings of $3 million and $9 million, respectively, related to the combined effect from certain items. Three and six month 2015 amounts consist of (i) $2 million decrease and $6 million increase, respectively, in earnings related to derivative contracts, as described in footnote (a); (ii) decreases in earnings of $49 million and $128 million, respectively, related to losses on impairments and disposals of long-lived assets and equity investments; and (iii) increase in earnings of $10 million for both periods related to a gain on the sale of SNG’s Carthage Line. The three and six months ended 2015 amounts also includes increases in earnings of $4 million and $3 million, respectively, from other certain items. Three and six month 2014 amounts include decreases in earnings of $3 million and $7 million, respectively, related to derivative contracts, as described in footnote (a). The six month ended 2014 amount also includes a $2 million decrease in earnings from other certain items.

Other footnotes

(c)

Includes pipeline volumes for Kinder Morgan North Texas Pipeline LLC, Monterrey, TransColorado Gas Transmission Company LLC, Midcontinent Express Pipeline LLC (MEP), Kinder Morgan Louisiana Pipeline LLC, Fayetteville Express Pipeline LLC (FEP), TGP, EPNG, Copano South Texas, the Texas intrastate natural gas pipeline group, CIG, Wyoming Interstate Company, L.L.C. (WIC), CPG, SNG, Elba Express, Sierrita, Natural Gas Pipeline Company of America LLC (NGPL), Citrus and Ruby Pipeline, L.L.C. Joint Venture throughput is reported at our ownership share. Volumes for acquired pipelines are included for all periods. However, EBDA contributions from acquisitions are included only for the periods subsequent to their acquisition.


(d)	Represents volumes for the Texas intrastate natural gas pipeline group and Kinder Morgan North Texas Pipeline LLC.

(e)

Includes Copano operations, Camino Real Gathering Company, L.L.C. (Camino Real), Kinder Morgan Altamont LLC, KinderHawk Field Services LLC (KinderHawk), Endeavor, Bighorn Gas Gathering L.L.C., Webb Duval Gatherers, Fort Union Gas Gathering L.L.C., EagleHawk, Red Cedar Gathering Company and Hiland Midstream throughput volumes. Joint venture throughput is reported at our ownership share. Volumes for acquired pipelines are included for all periods.


(f)	Includes Hiland Midstream, EagleHawk and Camino Real. Joint Venture throughput is reported at our ownership share. Volumes for acquired pipelines are included for all periods.

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Following is information related to the increases and decreases in both EBDA and revenues before certain items, in the comparable three and six month periods of 2015 and 2014 :

Three months ended June 30, 2015 versus Three months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Hiland Midstream	$	36		n/a		$	149		n/a
EagleHawk field services(a)	14			200	%	—			—	%
Texas Intrastate Natural Gas Pipeline Group	4			6	%	(324		)	(32	)%
KinderHawk field services	(16		)	(31	)%	(16		)	(29	)%
Copano operations	(13		)	(11	)%	(184		)	(31	)%
Kinder Morgan Louisiana Pipeline LLC	(9		)	(64	)%	(9		)	(53	)%
EP Midstream asset operations	(7		)	(28	)%	(17		)	(33	)%
EPNG	4			4	%	8			6	%
TGP	(1		)	—	%	(4		)	(1	)%
All others (including eliminations)	(5		)	(1	)%	27			9	%
Total Natural Gas Pipelines	$	7		1	%	$	(370	)	(15	)%

Six months ended June 30, 2015 versus Six months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Hiland Midstream	$	58		n/a		$	218		n/a
EagleHawk field services(a)	20			222	%	—			—	%
Texas Intrastate Natural Gas Pipeline Group	9			5	%	(611		)	(29	)%
KinderHawk field services	(25		)	(25	)%	(26		)	(23	)%
Copano operations	(18		)	(8	)%	(341		)	(30	)%
Kinder Morgan Louisiana Pipeline LLC	(17		)	(61	)%	(17		)	(50	)%
EP Midstream asset operations	(14		)	(29	)%	(35		)	(34	)%
EPNG	20			10	%	23			8	%
TGP	(8		)	(2	)%	(7		)	(1	)%
All others (including eliminations)	(7		)	(1	)%	33			5	%
Total Natural Gas Pipelines	$	18		1	%	$	(763	)	(15	)%

_______

n/a – not applicable

(a) Equity Investment

The significant changes in our Natural Gas Pipelines business segment’s EBDA before certain items in the comparable three and six month periods of 2015 and 2014 included the following:


•	increases of $36 million and $58 million, respectively, from our February 2015 acquisition of the Hiland Midstream asset;


•	increases of $14 million (200%) and $20 million (222%), respectively, from EagleHawk due largely to higher revenues driven by higher volumes and lower operating expenses primarily due to decreased pipeline integrity costs;

•

increases of $4 million (6%) and $9 million (5%), respectively, from our Texas intrastate natural gas pipeline group (including the operations of its Kinder Morgan Tejas, Border, Kinder Morgan Texas, North Texas and Mier-Monterrey Mexico pipeline systems) due largely to higher natural gas sales as a result of new customer contracts, partially offset by lower processing margins due to the non-renewal of a customer contract in the second quarter of 2014 and lower storage margins. The decreases in revenues of $324 million and $611 million, respectively, and associated decreases in costs of goods sold were caused by lower natural gas prices;

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•	decreases of $16 million (31%) and $25 million (25%), respectively, from KinderHawk primarily due to the expiration of a minimum volume contract;


•	decreases of $13 million (11%) and $18 million (8%), respectively, from Copano operations primarily due to lower commodity prices, partially offset by higher gathering and processing volumes. Lower revenues of $184 million and $341 million, respectively, and associated decreases in costs of goods sold were also due to lower commodity prices;


•	decreases of $9 million (64%) and $17 million (61%), respectively, from Kinder Morgan Louisiana Pipeline LLC as a result of a customer contract buyout in the third quarter of 2014;


•	decreases of $7 million (28%) and $14 million (29%), respectively, from EP Midstream asset operations primarily due to lower commodity prices;


•	increases of $4 million (4%) and $20 million (10%), respectively, from EPNG due largely to higher transport revenues from additional firm transport; and


•	decreases of $1 million (0%) and $8 million (2%), respectively, from TGP driven by lower revenues due to a revenue sharing reserve in 2015, lower transportation usage and natural gas park and loan revenues due to milder winter weather in 2015 and higher operating costs. Partially offsetting these decreases were higher firm transport revenues from new projects.

CO 2



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In millions, except operating statistics)
Revenues(a)	$	353		$	454		$	799		$	937
Operating expenses	(110		)	(127		)	(224		)	(252		)
Other Expense	(9		)	—			(9		)	—
Earnings from equity investments	6			7			12			14
Income tax expense	—			(2		)	(2		)	(4		)
Segment earnings before DD&A(b)	240			332			576			695
Certain items(b)	46			28			(9		)	31
EBDA before certain items	$	286		$	360		$	567		$	726

Change from prior period	Increase/(Decrease)
Revenues before certain items	$	(92	)	(19		)%	$	(187	)	(19		)%
EBDA before certain items	$	(74	)	(21		)%	$	(159	)	(22		)%

Southwest Colorado CO ₂ production (gross)(Bcf/d)(c)	1.2			1.3			1.2			1.3
Southwest Colorado CO ₂ production (net)(Bcf/d)(c)	0.6			0.5			0.6			0.6
SACROC oil production (gross)(MBbl/d)(d)	35.1			32.2			35.4			32.0
SACROC oil production (net)(MBbl/d)(e)	29.3			26.8			29.5			26.6
Yates oil production (gross)(MBbl/d)(d)	19.1			19.6			19.0			19.6
Yates oil production (net)(MBbl/d)(e)	8.6			8.5			8.5			8.6
Katz oil production (gross)(MBbl/d)(d)	4.0			3.8			4.0			3.7
Katz oil production (net)(MBbl/d)(e)	3.4			3.2			3.3			3.1
Goldsmith oil production (gross)(MBbl/d)(d)	1.5			1.3			1.4			1.3
Goldsmith oil production (net)(MBbl/d)(e)	1.3			1.1			1.2			1.1
NGL sales volumes (net)(MBbl/d)(e)	10.5			9.9			10.2			9.9
Realized weighted-average oil price per Bbl(f)	$	72.82		$	88.83		$	72.72		$	90.35
Realized weighted-average NGL price per Bbl(g)	$	20.04		$	45.71		$	20.36		$	47.56

_______

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Certain item footnote

(a)

Three and six month 2015 amounts include unrealized losses of $37 million and unrealized gains of $8 million, respectively, and three and six month 2014 amounts include unrealized losses of $28 million and $31 million, respectively, relating to derivative contracts used to hedge forecasted crude oil sales. Six month 2015 amount also includes a favorable adjustment of $10 million related to carried working interest at McElmo Dome.

(b)

Three and six month 2015 amounts include a decrease in earnings of $46 million and an increase in earnings of $9 million, respectively, and three and six month 2014 amounts include decreases in earnings of $28 million and $31 million, respectively, related to the combined effect from certain items. Three and six month 2015 amounts consist of a $37 million decrease and an $8 million increase, respectively, in earnings related to derivative contracts, as described in footnote (a) and decreases in earnings of $9 million for both periods related to an impairment charge associated with the pending sale of excess construction pipe. Six month 2015 amount also includes a favorable adjustment of $10 million as described in footnote (a). Three and six month 2014 amounts include decreases in earnings of $28 million and $31 million, respectively, related to derivative contracts, as described in footnote (a).

Other footnotes


(c)	Includes McElmo Dome and Doe Canyon sales volumes.


(d)	Represents 100% of the production from the field. We own approximately 97% working interest in the SACROC unit, an approximately 50% working interest in the Yates unit, an approximately 99% working interest in the Katz unit and a 99% working interest in the Goldsmith Landreth unit.


(e)	Net after royalties and outside working interests.


(f)	Includes all crude oil production properties. Hedge gains/losses for Oil and NGL are included with Crude Oil.


(g)	Includes production attributable to leasehold ownership and production attributable to our ownership in processing plants and third party processing agreements. Hedge gains/losses for Oil and NGL are included with Crude Oil.

Following is information related to the increases and decreases in both EBDA and revenues before certain items, in the comparable three and six month periods of 2015 and 2014.

Three months ended June 30, 2015 versus Three months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Source and Transportation Activities	$	(37	)	(32	)%	$	(37	)	(29	)%
Oil and Gas Producing Activities	(37		)	(15	)%	(66		)	(17	)%
Intrasegment eliminations	—			—	%	11			46	%
Total CO 2	$	(74	)	(21	)%	$	(92	)	(19	)%

Six months ended June 30, 2015 versus Six months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Source and Transportation Activities	$	(64	)	(28	)%	$	(67	)	(26	)%
Oil and Gas Producing Activities	(95		)	(19	)%	(139		)	(18	)%
Intrasegment eliminations	—			—	%	19			42	%
Total CO 2	$	(159	)	(22	)%	$	(187	)	(19	)%

The primary changes in our CO 2 business segment’s EBDA before certain items in the comparable three and six month periods of 2015 and 2014 included the following:


•	decreases of $37 million (32%) and $64 million (28%), respectively, from source and transportation activities due to lower revenues primarily due to lower commodity prices; and


•	decreases of $37 million (15%) and $95 million (19%), respectively, from oil and gas producing activities due to lower revenues driven by lower commodity prices, partially offset by higher crude oil sales volumes up 8% from the three and six month periods of 2014 largely attributable to higher production at the SACROC unit in the 2015 periods.

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Terminals



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In millions, except operating statistics)
Revenues(a)	$	470		$	421		$	927		$	812
Operating expenses	(189		)	(190		)	(378		)	(373		)
Other expense	(2		)	(1		)	(2		)	(2		)
Earnings from equity investments	4			6			9			11
Interest income and Other, net	5			4			6			5
Income tax expense	(9		)	(7		)	(13		)	(10		)
Segment earnings before DD&A(b)	279			233			549			443
Certain items, net(b)	(8		)	(6		)	(14		)	12
EBDA before certain items	$	271		$	227		$	535		$	455

Change from prior period	Increase/(Decrease)
Revenues before certain items	$	50		12		%	$	110		14		%
EBDA before certain items	$	44		19		%	$	80		18		%

Bulk transload tonnage (MMtons)(c)	16.0			20.4			32.3			40.1
Ethanol (MMBbl)	16.3			17.4			32.3			32.7
Liquids leasable capacity (MMBbl)	81.4			72.1			81.4			72.1
Liquids utilization %(d)	94.6		%	94.8		%	94.6		%	94.8		%

______

Certain item footnotes


(a)	Three and six month 2015 amounts include increases in revenue of $7 million and $13 million, respectively, and three and six month 2014 amounts include increases in revenue of $8 million for each period from the amortization of a fair value adjustment (associated with the below market contracts assumed upon acquisition) from our Jones Act tankers.

(b)

Three and six month 2015 amounts include increases in revenue of $7 million and $13 million, respectively, as discussed in footnote (a) above and increases in earnings of $1 million for each period from other certain items. Three and six month 2014 amounts include increases in revenue of $8 million for each period as discussed in footnote (a) above and increases in expense of $2 million and $12 million, respectively, associated with a liability adjustment related to a certain litigation matter. Six month 2014 amount also includes an $8 million increase in expenses due to hurricane clean-up and repair activities at our New York Harbor and Mid-Atlantic terminals

Other footnotes


(c)	Includes our proportionate share of joint venture tonnage.


(d)	The ratio of our actual leased capacity to our estimated potential capacity.

Following is information related to the increases and decreases in both EBDA and revenues before certain items, in the comparable three and six month periods of 2015 and 2014.

Three months ended June 30, 2015 versus Three months ended June 30, 2014



	EBDA increase/(decrease)				Revenues increase/(decrease)
	(In millions, except percentages)
Alberta, Canada	$	14	100	%	$	19		127	%
Gulf Central	13		130	%	15			115	%
Marine Operations	10		n/a		14			n/a
Gulf Bulk	6		32	%	8			24	%
All others (including intrasegment eliminations and unallocated income tax expenses)	1		—	%	(6		)	(2	)%
Total Terminals	$	44	19	%	$	50		12	%

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Six months ended June 30, 2015 versus Six months ended June 30, 2014



	EBDA increase/(decrease)				Revenues increase/(decrease)
	(In millions, except percentages)
Alberta, Canada	$	21	78	%	$	29	104	%
Gulf Central	20		111	%	25		109	%
Marine Operations	22		n/a		32		n/a
Gulf Bulk	15		39	%	20		30	%
All others (including intrasegment eliminations and unallocated income tax expenses)	2		1	%	4		1	%
Total Terminals	$	80	18	%	$	110	14	%

_______

n/a – not applicable

The primary changes in our Terminals business segment’s EBDA before certain items in the comparable three and six month periods of 2015 and 2014 included the following:


•	increases of $14 million (100%) and $21 million (78%), respectively, from our Alberta, Canada terminals, driven by several Edmonton-area expansion projects, including storage and connectivity additions at our Edmonton South and North 40 terminals as well as the commissioning of two joint venture rail terminals;


•	increases of $13 million (130%) and $20 million (111%), respectively, from our Gulf Central terminals, driven by higher earnings from expansion projects at our joint venture terminals Battleground Oil Specialty Terminal Company LLC and Deeprock Development LLC;


•	increases of $10 million and $22 million, respectively, from our Marine Operations related primarily to the incremental earnings from the Jones Act tankers we acquired in the first and fourth quarters of 2014; and


•	increases of $6 million (32%) and $15 million (39%), respectively, from our Gulf Bulk terminals, driven by increased shortfall revenue from take-or-pay coal contracts.

Products Pipelines



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In millions, except operating statistics)
Revenues(a)	$	478		$	524		$	922		$	1,058
Operating expenses	(209		)	(333		)	(419		)	(672		)
Other income	(1		)	(2		)	(1		)	1
Earnings from equity investments	11			13			22			25
Interest income and Other, net	1			—			3			(1		)
Income tax expense	(3		)	—			(4		)	(1		)
Segment earnings before DD&A(b)	277			202			523			410
Certain items, net(b)	(2		)	7			(3		)	3
EBDA before certain items	$	275		$	209		$	520		$	413

Change from prior period	Increase/(Decrease)
Revenues before certain items	$	(44	)	(8		)%	$	(135	)	(13		)%
EBDA before certain items	$	66		32		%	$	107		26		%

Gasoline (MMBbl)(c)	97.9			92.0			186.4			176.0
Diesel fuel (MMBbl)	33.1			33.1			63.9			63.3
Jet fuel (MMBbl)	26.6			26.2			51.0			50.5
Total refined product volumes (MMBbl)(d)	157.6			151.3			301.3			289.8
NGL (MMBbl)(e)	9.7			3.7			19.4			10.0
Condensate (MMBbl)(f)	25.2			6.6			43.7			10.6
Total delivery volumes (MMBbl)	192.5			161.6			364.4			310.4
Ethanol (MMBbl)(g)	10.5			10.4			20.4			20.1

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_______

Certain item footnotes


(a)	Three and six month 2015 amounts include decreases in revenue of $2 million and $1 million, respectively, related to an unrealized swap loss.

(b)

Three and six month 2015 amounts include decreases in revenue of $2 million and $1 million, respectively, as discussed in footnote (a) above and decreases in expense of $4 million for both periods related to a certain Pacific operations litigation matter. Three and six month 2014 amounts include increases in expense of $5 million and $4 million, respectively, associated with a certain Pacific operations litigation matter and increases in expense of $2 million for both periods related to other certain items. Six month 2014 amount also includes a $3 million gain from the sale of propane pipeline line-fill.

Other footnotes


(c)	Volumes include ethanol pipeline volumes.


(d)	Includes Pacific, Plantation Pipe Line Company, Calnev Pipe Line LLC (Calnev), Central Florida and Parkway pipeline volumes. Joint Venture throughput is reported at our ownership share.


(e)	Includes Cochin and Cypress pipeline volumes. Joint Venture throughput is reported at our ownership share.


(f)	Includes Kinder Morgan Crude & Condensate, Double Eagle Pipeline LLC and Double H pipeline volumes. Joint Venture throughput is reported at our ownership share.


(g)	Represents total ethanol volumes, including ethanol pipeline volumes included in gasoline volumes above.

Following is information related to the increases and decreases in both EBDA and revenues before certain items, in the comparable three and six month periods of 2015 and 2014.

Three months ended June 30, 2015 versus Three months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Crude & Condensate Pipeline (including KMCC - Splitter)	$	36		240	%	$	31		129	%
Cochin	17			213	%	24			185	%
Pacific operations	6			8	%	5			4	%
Transmix operations	(2		)	(14	)%	(121		)	(44	)%
Double H pipeline	12			n/a		16			n/a
All others (including eliminations)	(3		)	(3	)%	1			1	%
Total Products Pipelines	$	66		32	%	$	(44	)	(8	)%

Six months ended June 30, 2015 versus Six months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Crude & Condensate Pipeline (including KMCC - Splitter)	$	64		256	%	$	42		81	%
Cochin	23			72	%	35			88	%
Pacific operations	17			12	%	12			6	%
Transmix operations	(12		)	(39	)%	(243		)	(45	)%
Double H pipeline	18			n/a		23			n/a
All others (including eliminations)	(3		)	(2	)%	(4		)	(2	)%
Total Products Pipelines	$	107		26	%	$	(135	)	(13	)%

_______

n/a – not applicable

The primary changes in our Products Pipelines business segment’s EBDA before certain items in the comparable three and six month periods of 2015 and 2014 included the following:

•

increases of $36 million (240%) and $64 million (256%), respectively, from our Kinder Morgan Crude & Condensate Pipeline driven primarily by an increase of 242% and 290%, respectively, in pipeline throughput volumes due to the ramp up of existing customer volumes and additional volumes from new customers and the startup of the first phase of KMCC - Splitter in March 2015. KMCC - Splitter contributed $8 million to EBDA for the three and six months ended June 30, 2015 and phase two commenced in July 2015;


•	increases of $17 million (213%) and $23 million (72%), respectively, from Cochin driven by higher service revenues due to the completion of the Cochin Reversal project in the third quarter of 2014;

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•	increases of $6 million (8%) and $17 million (12%), respectively, from our Pacific operations due to higher service revenues, resulting from higher volumes and margins, and a reduction in rights-of-way expenses;


•	decreases of $2 million (14%) and $12 million (39%), respectively, from our Transmix processing operations primarily due to unfavorable inventory pricing. The decreases in revenues of $121 million and $243 million, respectively, and associated decreases in costs of goods sold were caused by lower commodity prices; and


•	increases of $12 million and $18 million, respectively, from our Double H pipeline which was acquired in February 2015 as part of the Hiland acquisition.

Kinder Morgan Canada



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In millions, except operating statistics)
Revenues	$	65		$	68		$	125		$	137
Operating expenses	(23		)	(24		)	(42		)	(48		)
Interest income and Other, net	2			(1		)	5			6
Income tax expense	(7		)	(3		)	(10		)	(7		)
Segment earnings before DD&A	$	37		$	40		$	78		$	88

Change from prior period	Increase/(Decrease)
Revenues	$	(3	)	(4		)%	$	(12	)	(9		)%
EBDA	$	(3	)	(8		)%	$	(10	)	(11		)%

Transport volumes (MMBbl)(a)	29.7			27.0			57.3			51.9

_______


(a)	Represents Trans Mountain pipeline system volumes.

Following is information related to the increases and decreases in both EBDA and revenues in the comparable three and six month periods of 2015 and 2014.

Three months ended June 30, 2015 versus Three months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Trans Mountain Pipeline	$	(8	)	(19	)%	$	(3	)	(5	)%
Express Pipeline(a)	5			100	%	n/a			n/a
Total Kinder Morgan Canada	$	(3	)	(8	)%	$	(3	)	(4	)%

Six months ended June 30, 2015 versus Six months ended June 30, 2014



	EBDA increase/(decrease)					Revenues increase/(decrease)
	(In millions, except percentages)
Trans Mountain Pipeline	$	(10	)	(11	)%	$	(12	)	(9	)%
Express Pipeline(a)	—			—	%	n/a			n/a
Total Kinder Morgan Canada	$	(10	)	(11	)%	$	(12	)	(9	)%

_______

n/a - not applicable


(a)	Amount consists of unrealized foreign currency gains/losses, net of book tax, on 2014 outstanding, short-term intercompany borrowings that were repaid in December 2014. We sold our debt and equity investments in Express Pipeline on March 14, 2013.

For the comparable three and six month periods of 2015 and 2014, the Trans Mountain Pipeline had decreases in earnings of $3 million (8%) and $10 million (11%), respectively, driven by an unfavorable impact from foreign currency translation.

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Other

This segment contributed losses of $40 million and $46 million for the three and six months ended June 30, 2015, respectively. Earnings were flat and $7 million for the three and six months ended June 30, 2014, respectively. However, both three and six month 2015 losses included certain items of $33 million which decreased earnings and were primarily related to a certain litigation matter and three and six month 2014 earnings included certain items of $2 million and $12 million, respectively, which increased earnings and were primarily related to our corporate headquarters building. After taking into effect the certain items, the losses for the three and six months ended June 30, 2015 increased by $5 million and $8 million, respectively, when compared with the same prior year periods due to increased corporate franchise taxes as a result of the Merger Transactions.

General and Administrative, Interest, and Noncontrolling Interests



	Three Months Ended June 30,
	2015			2014			Increase/(decrease)
	(In millions, except percentages)
General and administrative expense(a)(c)	$	164		$	154		$	10		6	%
Certain items(a)	9			3			6			200	%
Management fee reimbursement(c)	(9		)	(9		)	—			—	%
General and administrative expense before certain items	$	164		$	148		$	16		11	%
Unallocable interest expense net of interest income and other, net(b)	$	472		$	444		$	28		6	%
Certain items(b)	55			5			50			1,000	%
Unallocable interest expense net of interest income and other, net, before certain items	$	527		$	449		$	78		17	%
Net income attributable to noncontrolling interests	$	9		$	213		$	(204	)	(96	)%
Noncontrolling interests associated with an impairment certain item(d)	(1		)	—			(1		)	n/a
Net income attributable to noncontrolling interests before certain items	$	8		$	213		$	(205	)	(96	)%



	Six Months Ended June 30,
	2015			2014			Increase/(decrease)
	(In millions, except percentages)
General and administrative expense(a)(c)	$	380		$	326		$	54		17	%
Certain items(a)	(29		)	3			(32		)	(1,067	)%
Management fee reimbursement(c)	(18		)	(18		)	—			—	%
General and administrative expense before certain items	$	333		$	311		$	22		7	%
Unallocable interest expense net of interest income and other, net(b)	$	986		$	894		$	92		10	%
Certain items(b)	55			—			55			n/a
Unallocable interest expense net of interest income and other, net, before certain items	$	1,041		$	894		$	147		16	%
Net (loss) income attributable to noncontrolling interests	$	(1	)	$	527		$	(528	)	(100	)%
Noncontrolling interests associated with an impairment certain item(d)	14			—			14			n/a
Net income attributable to noncontrolling interests before certain items	$	13		$	527		$	(514	)	(98	)%

________

n/a – not applicable

Certain item footnotes

(a)

Three month 2015 amount includes increases in expense of $1 million related to certain corporate legal matters and $1 million related to costs associated with our Hiland acquisition. Six month 2015 amount includes increases in expense of $40 million related to certain corporate legal matters and $12 million related to costs associated with our Hiland acquisition. Partially offsetting these three and six month 2015 increases are decreases in expense of $11 million and $23 million, respectively, related to pension credit income. Three and six month 2014 amounts include decreases in expense of $9 million and $18 million, respectively, related to pension credit income and offsetting increases in expense of $6 million and $7 million, respectively, for various other certain items. Six month 2014 amount also includes an increase in expense of $8 million primarily related to severance costs associated with acquisitions.

(b)

Three and six month 2015 amounts include (i) decreases in interest expense of $23 million and $30 million, respectively, related to swap ineffectiveness; (ii) decreases in interest expense of $19 million and $35 million, respectively, related to debt fair value adjustments associated with acquisitions; and (iii) decreases in interest expense of $13 million for both periods associated with a certain Pacific

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operations litigation matter. Six month 2015 amount also includes a $23 million increase in interest expense for a non-cash adjustment related to a certain legal matter. Three and six month 2014 amounts include (i) decreases in interest expense of $17 million and $33 million, respectively, related to debt fair value adjustments associated with acquisitions; (ii) increases in interest expense of $8 million and $10 million, respectively, of amortization of capitalized financing fees; and (iii) increases in interest expense of $4 million and $10 million of interest expense on margin for marketing contracts. Six month 2014 amount also includes an increase of $13 million associated with a certain Pacific operations litigation matter.

Other footnotes


(c)	Three and six month 2015 and 2014 amounts include NGPL Holdco LLC general and administrative reimbursements of $9 million and $18 million for each respective period. These amounts were recorded to the “Product sales and other” caption with the offsetting expenses primarily included in the “General and administrative” expense caption in our accompanying consolidated statements of income.


(d)	Loss associated with a natural gas pipelines segment impairment certain item and disclosed above in “—Natural Gas Pipelines.”

The increases in general and administrative expenses before certain items for the three and six months ended June 30, 2015 as compared to the respective prior periods of $16 million and $22 million, respectively, was primarily driven by higher benefit costs, payroll taxes and segment labor expenses, in part due to the Hiland acquisition, and lower capitalized costs partially offset by lower insurance costs.

In the table above, we report our interest expense as “net,” meaning that we have subtracted unallocated interest income and capitalized interest from our total interest expense to arrive at one interest amount. Our consolidated interest expense net of interest income and other, net before certain items, increased $78 million and $147 million, respectively, in the three and six months ended June 30, 2015, when compared to the same periods a year ago. The increases in interest expense was due to higher average debt balances as a result of capital expenditures, joint venture contributions and acquisitions that were made during 2014 and 2015, and incremental debt borrowings to fund the $3.9 billion cash portion of the Merger Transactions in November 2014. This increase in interest expense was partially offset by a lower overall weighted average interest rate on our outstanding debt .

We use interest rate swap agreements to transform a portion of the underlying cash flows related to our long-term fixed rate debt securities (senior notes) into variable rate debt in order to achieve our desired mix of fixed and variable rate debt. As of June 30, 2015 and December 31, 2014, approximately 24% and 26%, respectively, of our debt balances (excluding debt fair value adjustments) were subject to variable interest rates—either as short-term or long-term variable rate debt obligations or as fixed-rate debt converted to variable rates through the use of interest rate swaps. For more information on our interest rate swaps, see Note 5 “Risk Management—Interest Rate Risk Management” to our consolidated financial statements.

Net income attributable to noncontrolling interests, represents the allocation of our consolidated net income attributable to all outstanding ownership interests in our consolidated subsidiaries that are not held by us. The decreases of $205 million (96%) and $514 million (98%), respectively, for the three and six months ended June 30, 2015 as compared with the same periods a year ago were primarily due to our purchase of the KMP and EPB limited partner units and KMR shares formerly owned by the public in the fourth quarter of 2014 as part of the Merger Transactions.

Income Taxes

Our tax expense for the three months ended June 30, 2015 was approximately $189 million as compared to $178 million for the same period of 2014. The $11 million increase in tax expense was primarily due to (i) an increase in our share of taxable income from KMP following the Merger Transactions, (ii) higher foreign taxes primarily as a result of the increase in the Alberta income tax rate, and (iii) adjustments to our income tax reserve for uncertain tax positions; partially offset by (i) an adjustment resulting from a federal IRS audit settlement and (ii) the elimination (due to the Merger Transactions) of the deferred charge that had been recorded as a result of the drop-downs of TGP, EPNG, and the midstream assets.

Our tax expense for the six months ended June 30, 2015 was approximately $413 million as compared to $378 million for the same period of 2014. The $35 million increase in tax expense was primarily due to an increase in our share of taxable income from KMP following the Merger Transactions; partially offset by (i) the change in the effective state tax rate as a result of the Hiland acquisition and (ii) the elimination (due to the Merger Transactions) of the deferred charge that had been recorded as a result of the drop-downs of TGP, EPNG, and the midstream assets.

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Financial Condition

General

As of June 30, 2015 , we had $163 million of “Cash and cash equivalents” on our consolidated balance sheet, a decrease of $152 million (48%) from December 31, 2014 . We believe our cash position, remaining borrowing capacity on our credit facility (discussed below in “—Short-term Liquidity”), and our access to financial resources are adequate to allow us to manage our day-to-day cash requirements and anticipated obligations.

We have relied primarily on cash provided from operations to fund our operations as well as our debt service, sustaining capital expenditures, and dividend payments.

In general, we expect to fund expansion capital expenditures, acquisitions and debt principal payments through (i) additional borrowings; (ii) the issuance of additional common stock by us; and (iii) in some instances, proceeds from divestitures.

Short-term Liquidity

As of June 30, 2015 , our principal sources of short-term liquidity are (i) our $4.0 billion revolving credit facility and associated $4.0 billion commercial paper program; and (ii) cash from operations. The loan commitments under our revolving credit facility can be used for working capital and other general corporate purposes and as a backup to our commercial paper program. Borrowings under our commercial paper program 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 have consistently generated strong cash flow from operations, providing a source of funds of $2,538 million and $2,203 million in the first six months of 2015 and 2014, respectively (the period-to-period increase is discussed below in “Cash Flows—Operating Activities”).

Our short-term debt as of June 30, 2015 was $3,154 million , primarily consisting of (i) $619 million outstanding borrowings under our $4 billion commercial paper program; and (ii) a combined $2,382 million of six separate series of senior notes that mature in the next year. We intend to refinance our short-term debt through additional credit facility borrowings, commercial paper borrowings, or with issuing new long-term debt or equity. Our combined balance of short-term debt as of December 31, 2014 was $2,717 million .

We had working capital (defined as current assets less current liabilities) deficits of $3,563 million and $2,610 million as of June 30, 2015 and December 31, 2014 , respectively. Our current liabilities include short-term borrowings used to finance our expansion capital expenditures which are periodically replaced with long-term financing. The overall $953 million (37%) unfavorable change from year-end 2014 was primarily due to (i) a net increase in the current portion of long-term debt; (ii) lower cash balances; (iii) lower other current assets driven by unfavorable changes on current hedging contracts and the 2015 receipt of a federal tax refund; offset partially by (iv) a net decrease in our credit facility and commercial paper borrowings. Generally, our working capital balance 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 equivalent balances as a result of our equity issuances and our or our subsidiaries’ debt issuances.

Capital Expenditures

We account for our capital expenditures in accordance with GAAP. We also distinguish between capital expenditures that are maintenance/sustaining capital expenditures and those that are expansion capital expenditures (which we also refer to as discretionary capital expenditures). Expansion capital expenditures are those expenditures which increase throughput or capacity from that which existed immediately prior to the addition or improvement, and are not deducted in calculating DCF (see “Results of Operations—Distributable Cash Flow”). With respect to our oil and gas producing activities, we classify a capital expenditure as an expansion capital expenditure if it is expected to increase capacity or throughput (i.e. production capacity) from the capacity or throughput immediately prior to the making or acquisition of such additions or improvements. Maintenance capital expenditures are those which maintain throughput or capacity. The distinction between maintenance and expansion capital expenditures is a physical determination rather than an economic one, irrespective of the amount by which the throughput or capacity is increased.

Budgeting of maintenance capital expenditures is done annually on a bottom-up basis. For each of our assets, we budget for and make those maintenance 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

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maintenance 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 are generally made 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. Generally, the determination of whether a capital expenditure is classified as maintenance/sustaining or as expansion capital expenditures is made on a project level. The classification of our capital expenditures as expansion capital expenditures or as maintenance capital expenditures is made consistent with our accounting policies and is generally a straightforward process, but in certain circumstances can be a matter of management judgment and discretion. The classification has an impact on cash available to pay dividends because capital expenditures that are classified as expansion capital expenditures are not deducted from DCF, while those classified as maintenance capital expenditures are. See “—Cash Flows—Dividends.”

Our capital expenditures for the six months ended June 30, 2015 , and the amount we expect to spend for the remainder of 2015 to grow and sustain our businesses are as follows:



	Six Months Ended June 30, 2015		2015 Remaining		Total
	(In millions)
Sustaining capital expenditures(a)	$	245	$	358	$	603
Discretionary capital expenditures(b)(c)	$	1,663	$	2,435	$	4,098

_______


(a)	Six -month 2015, 2015 Remaining, and Total 2015 amounts include $34 million, $46 million, and $80 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.


(b)	Six-month 2015 amount includes an increase of $253 million related to discretionary capital expenditures of unconsolidated joint ventures and acquisitions and a decrease of a combined $288 million of net changes from accrued capital expenditures and contractor retainage.


(c)	2015 Remaining amount includes our contributions to certain unconsolidated joint ventures and small acquisitions, net of contributions estimated from unaffiliated joint venture partners for consolidated investments.

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, 2014 in our 2014 Form 10-K.

Cash Flows

Operating Activities

The net increase of $335 million (15%) in cash provided by operating activities for the first six months of 2015 compared to the respective 2014 period was primarily attributable to:

•

a $127 million increase in cash from overall higher net income after adjusting our period-to-period $337 million decrease in net income for non-cash items primarily consisting of the following: (i) DD&A expenses (including amortization of excess cost of equity investments); (ii) deferred income taxes; (iii) the net losses on impairments and disposals on long-lived assets and equity investments (see discussion above in “—Results of Operations”); (iv) a net increase in legal reserves (see discussion above in “—Results of Operations”); and (v) a net increase in equity earnings from our equity investments;

•

a $163 million increase in cash associated with net changes in working capital items and non-current assets and liabilities. The increase was driven, among other things, primarily by a $195 million income tax refund on taxes we previously paid in 2014, and higher cash flows due to favorable changes in the collection of trade receivables and exchange gas receivables. These increases were offset by lower cash flow due to the timing of payments from our trade payables, and rate case payments; and


•	a $45 million increase in cash primarily due to a $50 million pension contribution we made in the first six months of 2014.

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Investing Activities

The $1,037 million net decrease in cash in investing activities for the first six months of 2015 compared to the respective 2014 period was primarily attributable to:

•

a $903 million decrease in cash due to higher expenditures for business acquisitions. The overall increase in acquisitions was primarily related to the $1,706 million (net of cash assumed) and $158 million we paid for the Hiland and the Vopak acquisitions, respectively, in the 2015 period, versus the $961 million we paid for the APT acquisition in the 2014 period. Further information regarding our acquisitions is discussed in Note 2 “Acquisitions;”


•	a $192 million decrease in cash due to higher capital expenditures; and


•	a $58 million increase in cash due to lower capital contributions to our equity investments.

Financing Activities

The net increase of $785 million in cash provided by financing activities for the first six months of 2015 compared to the respective 2014 period was primarily attributable to:


•	a $2,562 million increase in cash from the issuances of our Class P shares under our equity distribution agreement;


•	a $960 million increase in cash due to lower distributions to noncontrolling interests, primarily resulting from our acquisition of the noncontrolling interests associated with KMP and EPB in the Merger Transactions in 2014;


•	a $187 million increase in cash due to the combined repurchases of shares and warrants in the first six months of 2014 compared to the respective 2015 period;


•	a $1,395 million decrease in contributions provided by noncontrolling interests, primarily reflecting the proceeds received from the issuance of KMP’s and EPB’s common units to the public in the 2014 period and no proceeds in the 2015 period due to the Merger Transactions as discussed above;


•	a $1,146 million decrease in cash due to higher total dividend payments; and


•	a $383 million net decrease in cash from overall debt financing activities. See Note 3 “Debt” for further information regarding our debt activity.

Dividends

We remain on track to meet our full-year dividend target of $2.00 per share on our common stock for 2015, an approximately 15% increase over the 2014 declared dividends of $1.74 per share.



Three months ended	Total quarterly dividend per share for the period		Date of declaration	Date of record	Date of dividend
December 31, 2014	$	0.45	January 21, 2015	February 2, 2015	February 17, 2015
March 31, 2015	$	0.48	April 15, 2015	April 30, 2015	May 15, 2015
June 30, 2015	$	0.49	July 15, 2015	July 31, 2015	August 14, 2015

Our governing documents or credit agreements do not prohibit us from borrowing to pay dividends. 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. All of these matters will be taken into consideration by our board of directors in declaring dividends.

Our dividends are not cumulative. Consequently, if dividends on our common stock are not paid at the intended levels, our common stockholders are not entitled to receive those payments in the future. Our dividends generally will be paid on or about the 16th day of each February, May, August and November.

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, 2014 , in Item 7A in our 2014 Form 10-K. For more information on our risk management activities, see Item 1, Note 5 “Risk Management” to our consolidated financial statements.

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Item 4. Controls and Procedures.

As of June 30, 2015 , 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 June 30, 2015 that has 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, Environmental and Other Contingencies,” 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 2014 Form10-K.

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

Our Purchases of Our Class P Shares and Warrants

Period	Total number of securities purchased(a)	Average price paid per security		Total number of securities purchased as part of publicly announced plans(a)	Maximum approximate dollar value of securities that may yet be purchased under the plans or programs
April 1 to April 30, 2015	—	$	—	—	$	2,452,606
May 1 to May 31, 2015	—	$	—	—	$	2,452,606
June 1 to June 30, 2015
Warrants	1,525,000	$	3.06	1,525,000	$	97,769,216

Total Warrants	1,525,000	$	3.06	1,525,000
					$	97,769,216

_______


(a)	On June 12, 2015, we announced that our board of directors had approved a warrant repurchase program authorizing us to repurchase up to $100 million of warrants. The capacity under our March 4, 2014 share and warrant repurchase program was exhausted in June 2015.

Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in exhibit 95.1 to this quarterly report.

Item 5. Other Information.

None.

Item 6. Exhibits.



3.1		Amended and Restated Certificate of Incorporation of Kinder Morgan, Inc.

10.1		Cross Guarantee Agreement, dated as of November 26, 2014, among Kinder Morgan, Inc. and certain of its subsidiaries, with schedules current as of June 30, 2015.

10.2	*	Kinder Morgan, Inc. 2015 Amended and Restated Stock Incentive Plan (filed as Exhibit 4.5 to Kinder Morgan, Inc. Registration Statement on Form S-8, filed on July 1, 2015, and incorporated herein by reference).

10.3	*	Form of Restricted Stock Unit Agreement under Exhibit 10.2 (filed as Exhibit 4.6 to Kinder Morgan, Inc. Registration Statement on Form S-8, filed on July 1, 2015, and incorporated herein by reference).

10.4		Amended and Restated Annual Incentive Plan of Kinder Morgan, Inc.

10.5		Amended and Restated Stock Compensation Plan for Non-Employee Directors.

10.6		Form of Stock Compensation Agreement under Exhibit 10.5.

12.1		Statement re: computation of ratio of earnings to fixed charges.

31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95.1		Mine Safety Disclosures.

101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014; (ii) our Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014; (iii) our Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014; (iv) our Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014; (v) our Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2015 and 2014; and (vi) the notes to our Consolidated Financial Statements.

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

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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:	July 24, 2015	By:	/s/ Kimberly A. Dang
			Kimberly A. Dang Vice President and Chief Financial Officer (principal financial and accounting officer)

Exhibit 3.1

EXECUTION COPY

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KINDER MORGAN, INC.

PURSUANT TO SECTIONS 242 AND 245 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Kinder Morgan, Inc. (the “ Company ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify that:

1. The original Certificate of Incorporation of the Company (the “ Original Certificate of Incorporation ”) was filed with the Secretary of State of the State of Delaware on February 10, 2011.

2. This Amended and Restated Certificate of Incorporation has been adopted and approved in accordance with Sections 242 and 245 of the DGCL, pursuant to which this Amended and Restated Certificate of Incorporation amends and restates the provisions of the Company’s Certificate of Incorporation.

3. The text of the Certificate of Incorporation of the Company is hereby amended and restated to read in its entirety as follows:

FIRST: The name of the Company is Kinder Morgan, Inc.

SECOND: The registered office of the Company in the State of Delaware is located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of the registered agent of the Company at such address is The Corporation Trust Company.

THIRD: The purpose for which the Company is organized is to engage in any and all lawful act and activity for which corporations may be organized under the DGCL. The Company will have perpetual existence.

FOURTH: Shares.

The total number of shares of capital stock which the Company shall have authority to issue is 4,010,000,000 shares, of which 10,000,000 shares shall be preferred stock, par value $0.01 per share (the “ Preferred Stock ”), and 4,000,000,000 shares shall be Class P common stock, par value $0.01 per share (the “ Common Stock ”).

Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determined from time to time by the board of directors, provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized by this Amended and Restated Certificate of Incorporation. Each series of Preferred Stock shall be distinctly designated. All shares of a series of Preferred Stock shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative. The voting powers, if any, of each such series and the preferences and relative,

Exhibit 3.1

participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the board of directors is hereby expressly granted authority to fix, in the resolution or resolutions providing for the issue of a particular series of Preferred Stock, the voting powers, if any, of each such series and the designations, preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof to the full extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware.

Except as otherwise required by applicable law or as otherwise set forth herein, each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock standing in its name on the books of the Company on all matters to be voted on by the Company’s stockholders. Any vote or similar action required or permitted to be taken by the holders of Common Stock of the Company must be effected at a duly called annual or special meeting of holders of shares of Common Stock of the Company entitled to vote or take similar action with respect to a particular corporate action, including the election of directors, and may not be effected by any consent in writing by such holders of shares of Common Stock.

Subject to any prior rights of Preferred Stock, the holders of Common Stock shall be entitled to receive dividends and other distributions in cash, property or securities, when and if declared by the board of directors of the Company out of assets legally available therefor, such dividends or other distributions to be distributed ratably, on a per share basis.

FIFTH: The number of directors constituting the board of directors shall be fixed by, or in the manner provided in, the bylaws of the Company.

SIXTH: Directors of the Company need not be elected by written ballot unless the bylaws of the Company otherwise provide.

SEVENTH: In furtherance of, and not in limitation of, the powers conferred by statute, the board of directors of the Company is expressly authorized to adopt, amend, and repeal the bylaws of the Company or adopt new bylaws without any action on the part of the stockholders, in each case subject to the requirements and procedures, if any, set forth in the bylaws of the Company; provided that any bylaw adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders. Any amendment or repeal of the bylaws of the Company (or adoption of new bylaws) by action of the stockholders must be approved by the vote of shares representing at least 66⅔% of the voting power of all shares entitled to vote for the election of directors.

EIGHTH: Indemnification.

The Company shall indemnify any individual who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (a) is or was a director or officer of the Company or (b) while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, partner, manager, venturer, proprietor, trustee, employee, agent, or similar function of another foreign or domestic corporation, partnership, joint venture, limited liability company, sole proprietorship, trust, employee benefit plan, or other enterprise, at any time during which this Amended and Restated Certificate of Incorporation is, or the Original Certificate of Incorporation was, in effect (whether

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Exhibit 3.1

or not such individual continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), and whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in such other capacity while serving as an a director or officer, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Company to provide greater indemnification rights than said law permitted the Company to provide prior to such amendment or modification) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such individual in connection therewith. Such indemnification shall continue as to an individual who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

A. The indemnification permitted by this Article Eighth shall be a contract right and as such shall run from the Company (and any successor of the Company by operation of law or otherwise) to the benefit of any director or officer who is elected and accepts the position of director or officer of the Company or elects to continue to serve as a director or officer of the Company while this Article Eighth is in effect. Any repeal or amendment of this Article Eighth shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Company with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article Eighth .

B. To obtain indemnification under this Amended and Restated Certificate of Incorporation, a claimant shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by the board of directors by a majority vote of a quorum of the board of directors consisting of Disinterested Directors (as hereinafter defined) or by a committee of Disinterested Directors appointed by a majority vote of the board of directors, or (ii) if a quorum of the board of directors consisting of Disinterested Directors or a committee of Disinterested Directors is not obtainable or, even if obtainable, such quorum or committee of Disinterested Directors so directs, by Independent Counsel in a written opinion to the board of directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors or a committee of Disinterested Directors so directs, by a majority vote of the stockholders of the Company. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the claimant (subject to the consent of the board of directors by a majority vote, not to be unreasonably withheld or delayed) unless the claimant shall request that such selection be made by the board of directors by a majority vote. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) calendar days after such determination. A “ Disinterested Director ” means a director of the Company who is not and was not a party to the matter in respect of which indemnification is sought by the claimant. An “ Independent Counsel ” means a law firm, a

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Exhibit 3.1

member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any individual who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the claimant in an action to determine the claimant’s rights under this Amended and Restated Certificate of Incorporation.

C. A claimant shall have the right to be paid by the Company expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the DGCL, as the same exists or may hereafter be amended or modified, only to the extent that such amendment or modification permits the Company to provide greater rights to advancement of expenses than said law permitted the Company to provide prior to such amendment or modification, upon receipt of any undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Company against such expenses as authorized by this Article Eighth , if such undertaking is required by the DGCL. Such advances shall be paid by the Company within twenty (20) calendar days after the receipt by the Company of a statement or statements from the claimant requesting such advance or advances from time to time (including such undertaking if required by the DGCL), and shall not require any action by the board of directors. The board of directors, by majority vote, may authorize the Company's counsel to represent such director or officer in any such proceeding, whether or not the Company is a party to such proceeding.

D. If a claim for indemnification is not paid in full by the Company within sixty (60) calendar days after a written claim has been received by the Company, or if a claim for advancement of expenses is not paid in full by the Company within twenty (20) calendar days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim to the fullest extent permitted by law. In any such suit:

(1) It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the DGCL, but the burden of proving such defense shall be on the Company.

(2) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the individual did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(3) Neither the failure of the Company (including its board of directors or any committee thereof, Independent Counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances nor an actual determination by the Company (including its board of directors or any committee thereof, Independent Counsel, or stockholders) that such indemnification is not permissible shall be a defense to the action or create a presumption that such indemnification is not permissible.

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Exhibit 3.1

(4) If a determination shall have been made pursuant to Section C of this Article Eighth that the indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section E . To the fullest extent permitted by law, the Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section E that the procedures and presumptions of this Amended and Restated Certificate of Incorporation are not valid, binding and enforceable and shall stipulate in such proceeding that the Company is bound by all the provisions of this Amended and Restated Certificate of Incorporation.

E. Non-Exclusive Remedy.

(1) The rights conferred under this Article Eighth shall not be exclusive of any other right that any individual may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise and shall continue as to an individual who has ceased to be a director, officer, employee or agent, as applicable, and shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives.

(2) With respect to any indemnification obligations of the Company conferred under this Article Eighth , the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section A of this Article Eighth (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “ Fund Indemnitors ”) to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof to the fullest extent permitted by law. “ Investor Shareholder ” shall mean (i) Highstar II Knight Acquisition Sub, L.P., Highstar III Knight Acquisition Sub, L.P., Highstar Knight Partners, L.P. and Highstar KMI Blocker LLC, (ii) any investment funds or other entities sponsored, managed or owned directly or indirectly by Highstar Capital LP or one of its controlled Affiliates, or otherwise under common control with the entities listed in clause (i) or their successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) or with any entity then included in clause (ii), to which any entity previously included in this definition of “Investor Shareholder” transferred, directly or indirectly (including through a series of transfers), Class A Shares (as defined in the Original Certificate of Incorporation) after the initial public offering of the Common Stock of the Company or Related Shares (as defined in the Original Certificate of Incorporation) after a Mandatory Conversion Date (as defined in the Original Certificate of Incorporation), and (iii) any successors (by merger, consolidation, acquisition of substantially all assets or similar transaction) of the foregoing. For the avoidance of doubt, “Investor Shareholder” shall be deemed not to include (A) any portfolio companies of any of the entities contained in clauses (i), (ii) or (iii) or (B) any entity that is not a party to the Shareholders Agreement dated as of February 10, 2011, among the Company and the holders of shares of the Company’s common stock specified therein, as may be amended from time to time in accordance therewith. “ Affiliate ” of any Person

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Exhibit 3.1

shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. “ Control ” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of determining whether any Person is an Affiliate of any Investor Shareholder, a Person that either (x) holds less than one-third (1/3) of the voting power of a second Person or (y) is entitled to designate less than one-third (1/3) of the members of the board of directors (or similar governing body) of a second Person shall not be deemed to Control such second Person solely as a result of such ownership or designation rights. “ Person ” shall mean any individual, corporation, company, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity.

F. The Company may additionally indemnify or provide advancement of expenses to any employee or agent of the Company or any other person to the fullest extent permitted by law.

G. As used in this Article Eighth , the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

H. The Company may adopt bylaws or enter into agreements with such individuals for the purpose of providing for indemnification and/or the advancement of expenses as provided in this Article Eighth .

I. The Company shall have power to purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, venturer, proprietor, trustee, employee, agent, or similar function of another foreign or domestic corporation, partnership, joint venture, limited liability company, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against such individual and incurred by such individual in any such capacity, or arising out of such individual’s status as such, whether or not the Company would have the power to indemnify such individual against such liability under the provisions of this Article Eighth or otherwise. To the extent that the Company maintains any policy or policies providing for such insurance, each indemnitee to which rights to indemnification have been granted in this Article Eighth in its capacity as a director or officer, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such indemnitee.

NINTH: A director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. Neither amendment nor repeal of this Article Ninth nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article Ninth shall eliminate or reduce the effect of this Article Ninth in

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Exhibit 3.1

respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Ninth , would accrue or arise, prior to such amendment, repeal or adoption of any inconsistent provision. In addition to the circumstances in which a director of the Company is not personally liable as set forth in the foregoing provisions of this Article Ninth , a director shall not be liable to the Company or its stockholders to such further extent as permitted by any law hereafter enacted, including without limitation any subsequent amendment to the DGCL.

TENTH : To the fullest extent permitted by applicable law, the Company, on behalf of itself and its wholly-owned subsidiaries, renounces any interest or expectancy of the Company and its wholly-owned subsidiaries in, or in being offered an opportunity to participate in, business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its subsidiaries or any dealings with customers or clients of the Company or any of its subsidiaries) that are from time to time presented to an Investor Shareholder (or any director nominated by such Investor Shareholder) while such Investor Shareholder was or is a holder of Class A Shares or Related Shares (each as defined in the Original Certificate of Incorporation), or any of its managers, officers, directors, agents, stockholders, members, partners, Affiliates and subsidiaries (other than the Company and its wholly-owned subsidiaries) (each, an “ Investor Party ”), even if the opportunity is one that the Company or its wholly-owned subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Investor Party (and any director nominated by such Investor Party) shall have no duty to communicate or offer such business opportunity to the Company or any of its wholly-owned subsidiaries and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its wholly-owned subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such Investor Party pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its wholly-owned subsidiaries. Notwithstanding the foregoing, an Investor Party who is a director of the Company or one of its wholly-owned subsidiaries and who is offered a business opportunity solely in such capacity (a “ Directed Opportunity ”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however , that all of the protections of this Article Tenth shall otherwise apply to the Investor Party with respect to such Directed Opportunity, including, without limitation, the ability of the Investor Party to pursue, or acquire such Directed Opportunity or direct such Directed Opportunity to another Person; provided , further , that the provisions of this Article Tenth shall in no way limit any confidentiality obligations of a director existing under applicable law. For clarification, neither the Company nor any or its Subsidiaries renounces or waives its ability to pursue, compete for, acquire or otherwise undertake any opportunity, and the Company and its Subsidiaries may do so, whether or not such opportunity is presented or offered to them or to any other Person, including those mentioned above.

Neither the alteration, amendment or repeal of this Article Tenth , nor the adoption of any provision(s) of this Amended and Restated Certificate of Incorporation inconsistent with this Article Tenth shall eliminate or reduce the effect of this Article Tenth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Tenth , would accrue or arise, prior to such alteration, amendment, repeal or adoption.

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Exhibit 3.1

ELEVENTH : Maritime Ownership Requirements.

A. Maritime Laws . It is the policy of the Company that, for so long as the Company directly or indirectly owns U.S. flag vessels operating in the U.S. coastwise trade, Non-U.S. Citizens (as defined below), individually or in the aggregate, shall not Own (as defined below) in excess of 22% of the issued and outstanding shares of Common Stock (the “Permitted Percentage”). The provisions of this Article Eleventh are intended to assure that the Company remains in continuous compliance with the citizenship requirements of the Merchant Marine Act of 1920, 46 U.S.C. 50501, et seq., and the regulations promulgated thereunder, as amended, or any successor statute or regulation relating to the ownership and operation of vessels in the U.S. coastwise trade (the “Jones Act”). The Company shall have the power to determine, in the exercise of its good faith judgment, the citizenship of any Person and the Ownership of any shares of Common Stock for the purposes of this Article Eleventh, and in doing so the Company may rely on the stock transfer records of the Company, any certifications, written statements and affidavits and such other information as the Company may deem reasonable. The determination of the Company at any time as to the citizenship of any Person or the Ownership of any shares of Common Stock for the purposes of this Article Eleventh shall be conclusive. The board of directors is hereby authorized to effect any and all measures necessary or desirable (consistent with this Certificate of Incorporation and applicable law) to fulfill the purpose of this Article Eleventh.

B. Excess Shares . If on any date (including any record date) the number of shares of Common Stock that is Owned by Non-U.S. Citizens is in excess of the Permitted Percentage (such shares being referred to as the “Excess Shares”), irrespective of the date on which such event becomes known to the Company, the Company shall, to the extent practicable, determine those shares of Common Stock Owned by Non-U.S. Citizens that constitute such Excess Shares. To the extent practicable, the Company shall make such determination (1) by reference to the date or dates shares became Owned by Non-U.S. Citizens, starting with the most recent Ownership of shares by a Non-U.S. Citizen and including, in reverse chronological order of Ownership, all other Ownership of shares by Non-U.S. Citizens from and after the Ownership of those shares by a Non-U.S. Citizen that first caused the Permitted Percentage to be exceeded, or (2) with respect to shares as to which such dates cannot be determined to the satisfaction of the Company, by such other method as the Company, in its sole discretion, shall determine to be reasonable. Each Person who is an Owner of shares of Common Stock of the Company shall provide to the Company such information as the Company may request in order to determine the citizenship of such Person or of other Persons for which such Person Owns shares and, as to Non-U.S. Citizens, the date on which such Ownership began. The determination of the Company as to those shares that constitute Excess Shares shall be conclusive.

C. Redemption of Excess Shares . The Company, by action of the board of directors, in its sole discretion, shall have the power (but not the obligation) to redeem any such Excess Shares. The terms and conditions of redemptions by the Company of Excess Shares shall be as follows: (1) the redemption price (the “Redemption Price”), which shall be paid in cash, shall be the Fair Market Value of such Excess Shares; (2) written notice (the “Redemption Notice”) shall be provided by first class mail, postage prepaid, mailed not less than ten (10) days prior to the redemption date set forth in such notice to the Owner (and/or record owner, if different) of Excess Shares to be redeemed at such person’s last known address as the same appears on the stock register or other records of the Company, including those of its transfer agent; (3) the

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Exhibit 3.1

Redemption Notice shall state (i) the redemption date, (ii) the number of Excess Shares to be redeemed from such Owner, (iii) the Redemption Price, (iv) the place where or the Person to whom certificates (if such Excess Shares are certificated) for such shares are to be surrendered for redemption and payment of the Redemption Price, (v) any instructions as to the endorsement or assignment for transfer of such certificates, if any, and the completion of an accompanying letter of transmittal and (vi) the fact that all right, title and interest in respect of such Excess Shares so selected for redemption (including, without limitation, voting, dividend and distribution rights) shall cease and terminate on the Redemption Date, except for the right to receive the Redemption Price, without interest; (4) from and after the Redemption Date, all right, title and interest in respect of the Excess Shares selected for redemption (including, without limitation, any voting rights or rights to receive dividends or other distributions (upon liquidation or otherwise)) shall cease and terminate, such Excess Shares shall no longer be deemed to be outstanding (and may either be cancelled or held by the Company as treasury stock) and the Owners of such Excess Shares shall thereafter be entitled only to receive the Redemption Price, without interest; (5) upon surrender of the certificates, if any, for the Excess Shares so redeemed in accordance with the requirements of the Redemption Notice and accompanying letter of transmittal (and otherwise in proper form as specified in the Redemption Notice), the Owner of such Excess Shares shall be entitled to payment of the Redemption Price; (6) in the event that fewer than all the Excess Shares represented by such certificates are redeemed, a new certificate (or certificates) representing the shares of Common Stock not redeemed shall be issued without cost to the Owner of such shares; and (7) such other terms and conditions as the board of directors may determine.

D. Certain Definitions . For purposes of this Article Eleventh, the following terms shall have the following meanings: (1) “Fair Market Value” of the Common Stock means the average of the closing sales prices of shares of Common Stock on the New York Stock Exchange during the ten (10) trading days immediately prior to the fifth day before the Notice of Redemption is mailed; (2) “Non-U.S. Citizen” means any natural person or any partnership, corporation, limited liability company, organization, governmental subdivision or agency, business trust, estate, trust, joint venture or other entity (each, a “Person”) that is not a U.S. Citizen; (3) a Person shall be deemed to be the “Owner” of, or to “Own” or to have “Ownership” of, shares of Common Stock if such Person holds, directly or indirectly, of record or beneficially owns shares of Common Stock, with the Company to determine whether a Person is an “Owner,” “Owns” or has “Ownership” in good faith under the guidelines set forth in Subpart C (Sections 67.30-67.47) of Title 46 of the Code of Federal Regulations, as amended, modified or supplemented, or any other regulatory guidance that has been or may be issued by the United States Coast Guard; and (4) “U.S. Citizen” shall have the meaning set forth in the Jones Act.

E. Severability . Each provision of this Article Eleventh is intended to be severable from every other provision of this Article Eleventh. If any one or more of the provisions contained in this Article Eleventh is held to be invalid, illegal or unenforceable (generally or as to a particular Person), the validity, legality or enforceability of any other provision of this Article Eleventh shall not be affected, and this Article Eleventh shall be construed as if the provision held to be invalid, illegal or unenforceable (generally or as to such Person) had never been contained therein.

F. NYSE Transactions . Nothing in this Article Eleventh shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange or any

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Exhibit 3.1

other national securities exchange or automated inter-dealer quotation system for so long as shares of Common Stock are listed on the New York Stock Exchange or any other national securities exchange or automated inter-dealer quotation system if the listing conditions of such securities exchange or automated inter-dealer quotation system applicable to shares of Common Stock prohibit such preclusion.

* * * * *

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Exhibit 3.1

IN WITNESS WHEREOF, Kinder Morgan, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer this 8th day of May, 2015.

KINDER MORGAN, INC.



By:	/s/ Adam S. Forman
Name:	Adam S. Forman
Title:	Vice President

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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:

“ Agreemen t” 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.

“ 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

Exhibit 10.1

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).

“ 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

Exhibit 10.1

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.

“ 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.

Exhibit 10.1

“ 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 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.

Exhibit 10.1

“ 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.

(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

Exhibit 10.1

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 contribution, reimbursement and subrogation arising hereunder. Each Guarantor acknowledges and agrees

Exhibit 10.1

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

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

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

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

Exhibit 10.1

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

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

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

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

(c) Upon the occurrence of a Release Event, each Guaranteed Obligation for which such released Guarantor was the Issuer shall be automatically released from the provisions of this Agreement and shall cease to constitute a Guaranteed Obligation hereunder; provided that in the case of any Guaranteed Obligation that has been assigned an Investment Grade Rating by the Rating Agencies, such Guaranteed Obligation shall be so released, effective as of the 91 ^st 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

Exhibit 10.1

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

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

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

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

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

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

Exhibit 10.1

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

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

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

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

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

12. Notices .

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

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

Exhibit 10.1

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

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

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

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

16. Amendments; No Waiver; Cumulative Remedies.

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

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

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

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

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

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

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

Exhibit 10.1

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

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

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

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

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

19. Additional Guarantors .

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

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

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

Exhibit 10.1

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

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

[Signature pages follow]

Exhibit 10.1

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

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.

Exhibit 10.1

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 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: June 30, 2015



Issuer	Indebtedness	Maturity
Kinder Morgan, Inc.	5.15% notes	March 1, 2015
Kinder Morgan, Inc.	5.70% notes	January 5, 2016
Kinder Morgan, Inc.	8.25% bonds	February 15, 2016
Kinder Morgan, Inc.	$100 million Letter of Credit Facility	June 20, 2016
Kinder Morgan, Inc.	7.00% bonds	June 15, 2017
Kinder Morgan, Inc.	2.00% notes	December 1, 2017
Kinder Morgan, Inc.	6.00% notes	January 15, 2018
Kinder Morgan, Inc.	7.00% bonds (Sonat)	February 1, 2018
Kinder Morgan, Inc.	7.25% bonds	June 1, 2018
Kinder Morgan, Inc.	3.05% notes	December 1, 2019
Kinder Morgan, Inc.	6.50% bonds	September 15, 2020
Kinder Morgan, Inc.	5.00% notes	February 15, 2021
Kinder Morgan, Inc.	1.500% notes	March 16, 2022
Kinder Morgan, Inc.	5.625% notes	November 15, 2023
Kinder Morgan, Inc.	4.30% notes	June 1, 2025
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.	6.95% bonds (Coastal)	June 1, 2028
Kinder Morgan, Inc.	8.05% bonds	October 15, 2030
Kinder Morgan, Inc.	7.80% bonds	August 1, 2031
Kinder Morgan, Inc.	7.75% bonds	January 15, 2032
Kinder Morgan, Inc.	5.30% notes	December 1, 2034
Kinder Morgan, Inc.	7.75% bonds (Coastal)	October 15, 2035
Kinder Morgan, Inc.	6.40% notes	January 5, 2036
Kinder Morgan, Inc.	7.42% bonds (Coastal)	February 15, 2037
Kinder Morgan, Inc.	5.55% notes	June 1, 2045
Kinder Morgan, Inc.	5.050% notes	February 15, 2046
Kinder Morgan, Inc.	7.45% debentures	March 1, 2098
Kinder Morgan Energy Partners, L.P.	3.50% bonds	March 1, 2016
Kinder Morgan Energy Partners, L.P.	6.00% bonds	February 1, 2017
Kinder Morgan Energy Partners, L.P.	5.95% bonds	February 15, 2018
Kinder Morgan Energy Partners, L.P.	9.00% bonds	February 1, 2019
Kinder Morgan Energy Partners, L.P.	2.65% bonds	February 1, 2019
Kinder Morgan Energy Partners, L.P.	6.85% bonds	February 15, 2020
Kinder Morgan Energy Partners, L.P.	5.30% bonds	September 15, 2020
Kinder Morgan Energy Partners, L.P.	5.80% bonds	March 1, 2021
Kinder Morgan Energy Partners, L.P.	3.50% bonds	March 1, 2021
Kinder Morgan Energy Partners, L.P.	4.15% bonds	March 1, 2022
Kinder Morgan Energy Partners, L.P.	3.95% bonds	September 1, 2022

Exhibit 10.1



	Schedule I
	(Guaranteed Obligations)
	Current as of: June 30, 2015
Issuer	Indebtedness	Maturity
Kinder Morgan Energy Partners, L.P.	3.45% bonds	February 15, 2023
Kinder Morgan Energy Partners, L.P.	3.50% bonds	September 1, 2023
Kinder Morgan Energy Partners, L.P.	4.15% bonds	February 1, 2024
Kinder Morgan Energy Partners, L.P.	4.25% bonds	September 1, 2024
Kinder Morgan Energy Partners, L.P.	7.40% bonds	March 15, 2031
Kinder Morgan Energy Partners, L.P.	7.75% bonds	March 15, 2032
Kinder Morgan Energy Partners, L.P.	7.30% bonds	August 15, 2033
Kinder Morgan Energy Partners, L.P.	5.80% bonds	March 15, 2035
Kinder Morgan Energy Partners, L.P.	6.50% bonds	February 1, 2037
Kinder Morgan Energy Partners, L.P.	6.95% bonds	January 15, 2038
Kinder Morgan Energy Partners, L.P.	6.50% bonds	September 1, 2039
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
El Paso Pipeline Partners, L.P.	4.10% bonds	November 15, 2015
El Paso Pipeline Partners, L.P.	6.50% bonds	April 1, 2020
El Paso Pipeline Partners, L.P.	5.00% bonds	October 1, 2021
El Paso Pipeline Partners, L.P.	4.30% bonds	May 1, 2024
El Paso Pipeline Partners, L.P.	7.50% bonds	November 15, 2040
El Paso Pipeline Partners, L.P.	4.70% bonds	November 1, 2042
Tennessee Gas Pipeline Co.	8.00% bonds	February 1, 2016
Tennessee Gas Pipeline Co.	7.50% bonds	April 1, 2017
Tennessee Gas Pipeline Co.	7.00% bonds	March 15, 2027
Tennessee Gas Pipeline Co.	7.00% bonds	October 15, 2028
Tennessee Gas Pipeline Co.	8.375% bonds	June 15, 2032
Tennessee Gas Pipeline Co.	7.625% bonds	April 1, 2037
El Paso Natural Gas Co.	5.95% bonds	April 15, 2017
El Paso Natural Gas Co.	8.625% bonds	January 15, 2022
El Paso Natural Gas Co.	7.50% bonds	November 15, 2026
El Paso Natural Gas Co.	8.375% bonds	June 15, 2032
Colorado Interstate Gas Co.	6.8% bonds	November 15, 2015
Colorado Interstate Gas Co.	6.85% bonds	June 15, 2037
Southern Natural Gas Co.	5.90% bonds	April 1, 2017
Southern Natural Gas Co.	4.40% bonds	June 15, 2021
Southern Natural Gas Co.	7.35% bonds	February 15, 2031
Southern Natural Gas Co.	8.00% bonds	March 1, 2032
Copano Energy LLC	7.125% bonds	April 1, 2021
El Paso Tennessee Pipeline Co.	7.25% bonds	December 15, 2025
Other	KM LQT IRBs-Stolt floating rate bonds	January 15, 2018
Other	KM LQT IRBs-Stolt floating rate bonds $25,000,000 (plus accrued and unpaid interest) letter of credit	March 11, 2015
Other	5.50% KM Columbus MBFC notes	September 1, 2022

Exhibit 10.1



	Schedule I
	(Guaranteed Obligations)
	Current as of: June 30, 2015
Issuer	Indebtedness	Maturity
Other	Cora industrial revenue bonds	April 1, 2024
Hiland Partners Holdings LLC and	7.25% notes	October 1, 2020
Hiland Partners Finance Corp.
Hiland Partners Holdings LLC and Hiland Partners Finance Corp.	5.50% notes	May 15, 2022



Hedging Agreements ¹
Issuer	Guaranteed Party	Date
Kinder Morgan, Inc.	Bank of America, N.A.	August 29, 2001
Kinder Morgan, Inc.	Citibank, N.A.	March 14, 2002
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 Tokyo-Mitsubishi, Ltd., New York Branch	November 26, 2014
Kinder Morgan, Inc.	Canadian Imperial Bank of Commerce	November 26, 2014
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.	Mizuho Capital Markets Corporation	November 26, 2014
Kinder Morgan, Inc.	Royal Bank of Canada	November 26, 2014
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.	UBS AG	November 26, 2014
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
Kinder Morgan Energy Partners, L.P.	Deutsche Bank AG	April 2, 2009
Kinder Morgan Energy Partners, L.P.	ING Capital Markets LLC	September 21, 2011
^{_________________________________________________} 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.

Exhibit 10.1



	Schedule I
	(Guaranteed Obligations)
	Current as of: June 30, 2015
Hedging Agreements ¹
Issuer	Guaranteed Party	Date
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.	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	Barclays Bank PLC	January 10, 2003
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	Credit Suisse International	August 31, 2012
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 Production Company LP	J. Aron & Company	June 12, 2006
Kinder Morgan Texas Pipeline LLC	J. Aron & Company	June 8, 2000
Kinder Morgan Texas Pipeline LLC	JPMorgan Chase Bank, N.A.	September 7, 2006
Kinder Morgan Texas Pipeline LLC	Macquarie Bank Limited	September 20, 2010
Kinder Morgan Texas Pipeline LLC	Merrill Lynch Commodities, Inc.	October 24, 2001
Kinder Morgan Texas Pipeline LLC	Morgan Stanley Capital Group Inc.	January 15, 2004
Kinder Morgan Texas Pipeline LLC	Natixis	June 13, 2011
Kinder Morgan Texas Pipeline LLC	Phillips 66 Company	March 30, 2015
Kinder Morgan Texas Pipeline LLC	Royal Bank of Canada	May 6, 2009
Kinder Morgan Texas Pipeline LLC	The Bank of Nova Scotia	May 8, 2014
Kinder Morgan Texas Pipeline LLC	Shell Trading (US) Company	November 14, 2011
Kinder Morgan Texas Pipeline LLC	Societe Generale	January 14, 2003
Kinder Morgan Texas Pipeline LLC	Wells Fargo Bank, N.A.	June 1, 2013
Copano Risk Management, L.P.	Citibank, N.A.	July 21, 2008
Copano Risk Management, L.P.	J. Aron & Company	December 12, 2005
Copano Risk Management, L.P.	Morgan Stanley Capital Group Inc.	May 4, 2007
Copano Risk Management, L.P.	Wells Fargo Bank, N.A.	October 19, 2007

Exhibit 10.1



SCHEDULE II Guarantors Current as of: June 30, 2015
Agnes B Crane, LLC		CPNO Services LLC
American Petroleum Tankers II LLC		Dakota Bulk Terminal, Inc.
American Petroleum Tankers III LLC		Delta Terminal Services LLC
American Petroleum Tankers IV LLC		Eagle Ford Gathering LLC
American Petroleum Tankers LLC		El Paso Cheyenne Holdings, L.L.C.
American Petroleum Tankers Parent LLC		El Paso Citrus Holdings, Inc.
American Petroleum Tankers V LLC		El Paso CNG Company, L.L.C.
American Petroleum Tankers VI LLC		El Paso Energy Service Company, L.L.C.
American Petroleum Tankers VII 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.
Audrey Tug LLC		Elba Express Company, L.L.C.
Bear Creek Storage Company, L.L.C.		Elizabeth River Terminals LLC
Betty Lou LLC		Emory B Crane, LLC
Camino Real Gathering Company, L.L.C.		EP Energy Holding Company
Cantera Gas Company LLC		EP Ruby LLC
CDE Pipeline LLC		EPBGP Contracting Services LLC
Central Florida Pipeline LLC		EPTP Issuing Corporation
Cheyenne Plains Gas Pipeline Company, L.L.C.		Fernandina Marine Construction Management
CIG Gas Storage Company LLC		LLC
CIG Pipeline Services Company, L.L.C.		Frank L. Crane, LLC
Cimmarron Gathering LLC		General Stevedores GP, LLC
Colorado Interstate Gas Company, L.L.C.		General Stevedores Holdings LLC
Colorado Interstate Issuing Corporation		Global American Terminals LLC
Copano Double Eagle LLC		Hampshire LLC
Copano Energy Finance Corporation		Harrah Midstream LLC
Copano Energy Services/Upper Gulf Coast LLC		HBM Environmental, Inc.
Copano Energy, L.L.C.		Hiland Crude, LLC
Copano Field Services GP, L.L.C.		Hiland Operating, LLC
Copano Field Services/North Texas, L.L.C.		Hiland Partners, LLC
Copano Field Services/South Texas LLC		Hiland Partners Finance Corp.
Copano Field Services/Upper Gulf Coast LLC		Hiland Partners Holdings LLC
Copano Liberty, LLC		ICPT, L.L.C
Copano NGL Services (Markham), L.L.C.		Independent Trading & Transportation
Copano NGL Services LLC		Company I, L.L.C.
Copano Pipelines Group, L.L.C.		J.R. Nicholls LLC
Copano Pipelines/North Texas, L.L.C.		Javelina Tug LLC
Copano Pipelines/Rocky Mountains, LLC		Jeannie Brewer LLC
Copano Pipelines/South Texas LLC		JV Tanker Charterer LLC
Copano Pipelines/Upper Gulf Coast LLC		Kinder Morgan (Delaware), Inc.
Copano Processing LLC		Kinder Morgan 2-Mile LLC
Copano Risk Management LLC		Kinder Morgan Administrative Services Tampa LLC
Copano/Webb-Duval Pipeline LLC		Kinder Morgan Altamont LLC
		Kinder Morgan Amory LLC

Exhibit 10.1



		Schedule II
		(Guarantors)
		Current as of: June 30, 2015

Kinder Morgan Arrow Terminals Holdings, Inc.		Kinder Morgan Petcoke, L.P.
Kinder Morgan Arrow Terminals, L.P.		Kinder Morgan Petroleum Tankers LLC
Kinder Morgan Baltimore Transload Terminal		Kinder Morgan Pipeline LLC
LLC		Kinder Morgan Port Manatee Terminal LLC
Kinder Morgan Battleground Oil LLC		Kinder Morgan Port Sutton Terminal LLC
Kinder Morgan Border Pipeline LLC		Kinder Morgan Port Terminals USA LLC
Kinder Morgan Bulk Terminals, Inc.		Kinder Morgan Production Company LLC
Kinder Morgan Carbon Dioxide Transportation		Kinder Morgan Rail Services LLC
Company		Kinder Morgan Resources II LLC
Kinder Morgan CO2 Company, L.P.		Kinder Morgan Resources III LLC
Kinder Morgan Cochin LLC		Kinder Morgan Resources LLC
Kinder Morgan Columbus LLC		Kinder Morgan River Terminals LLC
Kinder Morgan Commercial Services LLC		Kinder Morgan Services LLC
Kinder Morgan Contracting Services LLC		Kinder Morgan Seven Oaks LLC
Kinder Morgan Crude & Condensate LLC		Kinder Morgan Southeast Terminals LLC
Kinder Morgan Crude Oil Pipelines LLC		Kinder Morgan Scurry Connector LLC
Kinder Morgan Crude to Rail LLC		Kinder Morgan Tank Storage Terminals LLC
Kinder Morgan Cushing LLC		Kinder Morgan Tejas Pipeline LLC
Kinder Morgan Dallas Fort Worth Rail Terminal		Kinder Morgan Terminals, Inc.
LLC		Kinder Morgan Terminals Wilmington LLC
Kinder Morgan Endeavor LLC		Kinder Morgan Texas Pipeline LLC
Kinder Morgan Energy Partners, L.P.		Kinder Morgan Texas Terminals, L.P.
Kinder Morgan EP Midstream LLC		Kinder Morgan Transmix Company, LLC
Kinder Morgan Finance Company LLC		Kinder Morgan Treating LP
Kinder Morgan Fleeting LLC		Kinder Morgan Urban Renewal, L.L.C.
Kinder Morgan Freedom Pipeline LLC		Kinder Morgan Utica LLC
Kinder Morgan Galena Park West LLC		Kinder Morgan Virginia Liquids Terminals LLC
Kinder Morgan, Inc.		Kinder Morgan Wink Pipeline LLC
Kinder Morgan Keystone Gas Storage LLC		KinderHawk Field Services LLC
Kinder Morgan KMAP LLC		KM Crane LLC
Kinder Morgan Las Vegas LLC		KM Decatur, Inc.
Kinder Morgan Linden Transload Terminal LLC		KM Eagle Gathering LLC
Kinder Morgan Liquids Terminals LLC		KM Gathering LLC
Kinder Morgan Liquids Terminals St. Gabriel		KM Kaskaskia Dock LLC
LLC		KM Liquids Terminals LLC
Kinder Morgan Marine Services LLC		KM North Cahokia Land LLC
Kinder Morgan Materials Services, LLC		KM North Cahokia Special Project LLC
Kinder Morgan Mid Atlantic Marine Services		KM North Cahokia Terminal Project LLC
LLC		KM Ship Channel Services LLC
Kinder Morgan NatGas O&M LLC		KM Treating GP LLC
Kinder Morgan North Texas Pipeline LLC		KM Treating Production LLC
Kinder Morgan Operating L.P. “ A”		KMBT LLC
Kinder Morgan Operating L.P. “ B”		KMGP Services Company, Inc.
Kinder Morgan Operating L.P. “ C”		KN Telecommunications, Inc.
Kinder Morgan Operating L.P. “ D”		Knight Power Company LLC
Kinder Morgan Pecos LLC		Lomita Rail Terminal LLC
Kinder Morgan Pecos Valley LLC		Milwaukee Bulk Terminals LLC
Kinder Morgan Petcoke GP LLC		MJR Operating LLC
Kinder Morgan Petcoke LP LLC		Mojave Pipeline Company, L.L.C.

Exhibit 10.1



		Schedule II
		(Guarantors)
		Current as of: June 30, 2015
Mojave Pipeline Operating Company, L.L.C.
Mr. Bennett LLC
Mr. Vance LLC
Nassau Terminals LLC
NGPL Holdco 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.
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.
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.

Exhibit 10.1



SCHEDULE III Excluded Subsidiaries
ANR Real Estate Corporation
Coastal Eagle Point Oil Company
Coastal Oil New England, Inc.
Colton Processing Facility
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 Marketing Company, L.L.C.
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
Kinder Morgan Louisiana Pipeline Holding LLC
Kinder Morgan Louisiana Pipeline LLC
KN Capital Trust I
KN 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 10.4

AMENDED AND RESTATED

ANNUAL INCENTIVE PLAN

KINDER MORGAN, INC.

ARTICLE 1.

GENERAL


1.1	Purpose

The Amended and Restated Annual Incentive Plan (the "Plan") of Kinder Morgan, Inc. (the "Company") is intended to advance the best interests of the Company and its Affiliates by providing certain employees with additional incentives through the discretionary payment of bonuses based on the performance of the Company and/or the employees relating to specified objective financial and business criteria, thereby increasing the personal stake of such employees in the continued success and growth of the Company and encouraging them to remain in the employ of the Company. The Plan shall provide for Awards (as defined below) to executives (the "Executive Sub-Plan") and non-executives (the "Non-Executive Sub-Plan").

The Plan was originally adopted by the Board as the Annual Incentive Plan of Kinder Morgan, Inc., effective as of January 1, 2011. The Plan was amended and restated as the Amended and Restated Annual Incentive Plan of Kinder Morgan, Inc. by the Board on January 21, 2015, subject to approval by the Company's stockholders at the 2015 annual stockholders meeting.


1.2	Definitions

(a) “Affiliate” means any entity in which the Company has a direct or indirect ownership interest; provided, that, for purposes of the definition of "Change in Control," "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, the Person in question. As used in this definition of "Affiliate," referred to in the last proviso of the preceding sentence, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(b) “Award” means any award granted under the Plan to an Eligible Employee by the Committee subject to such terms and conditions as the Committee may establish under the terms of the Plan.

(c) “Benefit Plan” means any employee benefit plan of the Company or any subsidiary of the Company, and any trust or Person organized, appointed or established by the Company for or pursuant to the terms of any such plan, which plan, trust or Person was maintained prior to a Change in Control.

(d) “Board” means the Board of Directors of the Company.

Exhibit 10.4

(e) “Bonus Opportunity” means a cash amount established with respect to an Executive Sub-Plan Award, which will form the basis for determining the amount payable under such Award, subject to the level of achievement of the applicable Performance Goals.

(f) “Change in Control” means:

(ii) a sale, merger or similar transaction or related series of transactions involving the Company, as a result of which the Permitted Holder does not hold (either directly or indirectly) more than 50% of the voting power of the Company (or the surviving or resulting entity thereof) after giving effect to such transaction or related series of transactions; provided, however, that such sale, merger or similar transaction shall not constitute a Change in Control in the event that, following such sale, merger or similar transaction (a) the Permitted Holder continues to own at least 35% of the voting power of the Company (or the surviving or resulting entity thereof), (b) no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) owns more than 35% of the voting power of the Company (or the surviving or resulting entity thereof), and (c) either Richard D. Kinder or C. Park Shaper is a senior executive officer of the Company (or the surviving or resulting entity thereof);

(iii) the sale or transfer of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, in any case, other than to an entity of which more than 50% of the voting power is held (either directly or indirectly) by the Permitted Holder or by Persons who held (either directly or indirectly) more than 50% of the voting power of the Company immediately prior to such transaction (or in each case their Affiliates);

(iv) during any period of two consecutive years following the closing of the IPO, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason other than normal retirement, death or disability to constitute at least a majority of the Board then in office; or

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Exhibit 10.4

(v) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction having a similar effect).

Notwithstanding the foregoing, with respect to (A) Awards granted on or after the Effective Date, and (B) to the extent that an event would not constitute a Change in Control under the preceding definition but would constitute a Change in Control under the following definition, Awards granted prior to the Effective Date, “Change in Control” means:

(i) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 20% of either the then outstanding shares of common stock of the Company or the total voting power of the then outstanding Voting Stock of the Company; provided that for purposes of this clause (i), the following acquisitions shall not constitute a Change in Control: (a) any acquisition directly or indirectly by the Company; (b) any acquisition directly from the Company; (c) any acquisition by a Benefit Plan; or (d) any reorganization, merger, consolidation, sale or similar transaction or series of related transactions which complies with clauses (a), (b) and (c) of clause (ii) of this definition of Change in Control;

(ii) a reorganization, merger or consolidation involving the Company, or sale of all or substantially all of the assets of the Company, or similar transaction or series of related transactions, in each case, unless, following such reorganization, merger, consolidation, sale or transaction, (a) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, consolidation, sale or transaction (including an entity or ultimate parent of an entity which as a result of such transaction owns the Company or all or substantially all of the assets of the Company) and of the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the outstanding common stock of the Company immediately prior to such reorganization, merger, consolidation, sale or transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation, sale or transaction, of the outstanding common stock of the Company; (b) no Person (excluding the Permitted Holder or a Benefit Plan or any Person beneficially owning, immediately prior to such reorganization, merger, consolidation, sale or transaction, directly or indirectly, 20% or more of the common stock of the Company then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation, or common equity securities of such entity other than a corporation, resulting from such reorganization, merger, consolidation, sale or transaction or the combined voting power of the then outstanding Voting Stock of such corporation or other

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Exhibit 10.4

entity; and (c) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such reorganization, merger, consolidation, sale or transaction were members of the Incumbent Board (defined below) at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, consolidation, sale or transaction;

(iii) individuals who as of the Effective Date constitute the Board (the “Incumbent Board” ) cease for any reason to constitute at least a majority of the Board then in office; provided that the Incumbent Board (a) shall include, except as provided in clause (b), any individual becoming a director after the Effective Date whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board, and (b) shall exclude any director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, or any agreement intended to avoid or settle the results of any such actual or threatened solicitation; and

(iv) the approval by the stockholders of the Company of a plan of complete liquidation of the Company.

Notwithstanding anything herein to the contrary, and only to the extent that an Award is subject to Code Section 409A and payment of the Award pursuant to the application of the definition of "Change in Control" above would cause such Award not to otherwise comply with Code Section 409A, payment of an Award may occur upon a "Change in Control" only to the extent that the event constitutes a "change in the ownership or effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company under Code Section 409A and the applicable Internal Revenue Service and Treasury Department regulations thereunder.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Committee” means the Board or the Compensation Committee, as administrator of the Plan.

(i) “Compensation Committee” means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 1.3(c).

(j) “Covered Employee” has the same meaning as set forth in Code Section 162(m)(3), as interpreted by Internal Revenue Service Notice 2007-49.

(k) “Effective Date” means the date the Plan is approved by the Company's stockholders pursuant to Section 3.7 hereof.

(l) “Eligible Employee” means any employee of the Company or its Affiliates, except (i) an employee who is included in a unit of employees covered by a collective bargaining agreement

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Exhibit 10.4

unless such agreement expressly provides for eligibility under this Plan, and (ii) a director who is not an employee of the Company or its Affiliates.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “IPO” means the initial underwritten public offering of Stock for cash pursuant to a registration statement filed under the Securities Act reasonably promptly after approval of the Plan by the Company's stockholders.

(o) “Mandatory Minimum” means the minimum amount of bonus to be paid under the Plan for each calendar year, as determined by the Committee pursuant to Section 2.7.

(p) “Outside Director” means a Director who is an “outside director” within the meaning of Code Section 162(m) and Treasury Regulations Section 1.162-27(e)(3) or any successor to such statute and regulation.

(q) “Participant ” means an Eligible Employee who has been granted an Award under the Plan.

(r) “ Performance Criteria ” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Year with respect to any Award under the Executive Sub-Plan. The Performance Criteria that will be used to establish such Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company and/or an Affiliate (or a division, business unit or operational unit thereof) and shall be limited to the following:

(i) the price of a share of Stock or of the equities of a subsidiary or business unit designated by the Committee;

(ii) the earnings per share of Stock of the Company or earnings per share of a subsidiary or business unit designated by the Committee;

(iii) the total stockholder or unitholder value of the Company or a subsidiary or business unit designated by the Committee;

(iv) dividends or distributions of the Company or a subsidiary or business unit designated by the Committee, on an aggregate basis or a per-share or per-unit basis;

(v) revenues of the Company or a subsidiary or business unit designated by the Committee;

(vi) debt/equity, interest coverage, or indebtedness/earnings before or after interest, taxes, depreciation and amortization ratios of the Company or a subsidiary or business unit designated by the Committee;

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Exhibit 10.4

(vii) cash coverage ratio of the Company or a subsidiary or business unit designated by the Committee;

(viii) net income (before or after taxes) of the Company or a subsidiary or business unit designated by the Committee;

(ix) cash flow, cash flow return on investment or cash flow from operating activities of the Company or a subsidiary or business unit designated by the Committee;

(x) earnings before or after interest, taxes, depreciation, corporate charges and/or amortization of the Company or a subsidiary or business unit designated by the Committee;

(xi) unit revenues minus unit variable costs of the Company or a subsidiary or business unit designated by the Committee;

(xii) capital expenditures of the Company or a subsidiary or business unit designated by the Committee;

(xiii) operations and maintenance expense or general and administrative expense of the Company or a subsidiary or business unit designated by the Committee;

(xiv) safety record of the Company or a subsidiary or business unit designated by the Committee;

(xv) economic value added of the Company or a subsidiary or business unit designated by the Committee; or

(xvi) return on stockholders' or unitholders' equity, return on capital, return on assets or return on invested capital achieved by the Company or a subsidiary or business unit designated by the Committee.

Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion (xii) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Code Section 162(m), the Committee shall, within the first 90 days of a Performance Year (or, if longer or shorter, within the maximum period allowed under Code Section 162(m)), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Year. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

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Exhibit 10.4

(s) “Performance Goals ” means, for a Performance Year, one or more goals established by the Committee for the Performance Year based upon the Performance Criteria. The Performance Goals shall be expressed as an objective formula or standard that precludes discretion to increase the amount of compensation payable that would otherwise be due upon attainment of the goal. The Performance Goals may be applied on an absolute basis or relative to an identified index or peer group, as specified by the Committee. The Committee is authorized at any time during the first ninety (90) days of a Performance Year (or, if longer or shorter, within the maximum period allowed under Code Section 162(m)), or at any time thereafter (but only to the extent the exercise of such authority after such period would not cause an Award under the Executive Sub-Plan for the Performance Year to fail to qualify as Qualified Performance Based Compensation), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Year (provided, that if an Award is intended to constitute Qualified Performance Based Compensation, such adjustment or modification may be made only to the extent permitted under Code Section 162(m) and the regulations thereunder) in order to prevent the dilution or enlargement of the rights of Participants based on the following events:

(i) asset write-downs;

(ii) litigation or claim judgments or settlements;

(iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;

(iv) any reorganization and restructuring programs;

(v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year;

(vi) acquisitions or divestitures;

(vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof;

(viii) foreign exchange gains and losses; and

(ix) a change in the Company’s fiscal year.

(t) “Performance Year ” means, with respect to an Executive Sub-Plan Award, the calendar year within which the Performance Goals relating to that Award are to be achieved. With respect to a Non-Executive Sub-Plan Award, the Performance Year is the calendar year applicable to the Executive Sub-Plan except that, for non-exempt Eligible Employees, the Performance Year shall be the period containing all time worked and used to determine pay beginning with the first pay

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Exhibit 10.4

period that begins in November of the prior calendar year and ending in October of the calendar year applicable for the Executive Sub-Plan.

(u) “Permitted Holder” means Richard D. Kinder.

(v) “Person ” means a natural person or an entity.

(w) “Qualified Performance Based Compensation ” has the same meaning as set forth in Treasury Regulations Section 1.162-27(e).

(x) “Voting Stock” means, (i) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation.


1.3	Administration Of The Plan

(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Compensation Committee, as provided in paragraph (c).

(b) The Board shall have the power and authority: (i) to construe and interpret the Plan and apply its provisions; (ii) to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to delegate its authority to one or more officers of the Company with respect to awards that do not involve Covered Employees or “insiders” within the meaning of Section 16 of the Exchange Act; (v) to determine when Awards are to be granted under the Plan; (vi) from time to time to select, subject to the limitations set forth in this Plan, those Eligible Employees to whom Awards shall be granted and to make any such grants; (vii) to prescribe the terms and conditions of each Award; (viii) to amend any outstanding Awards; (ix) to select the Performance Criteria that will be used to establish the Performance Goals for an Award granted under the Executive Sub-Plan; (x) to determine the duration and purpose of leaves of absences which may be granted to an Eligible Employee without constituting termination of his or her employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to employees under the Company’s employment policies; (xi) to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments; (xii) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and (xiii) to exercise discretion to make any and all other determinations which it determines to be necessary or advisable for administration of the Plan.

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Exhibit 10.4

(i) The Board may delegate administration of the Plan to a Compensation Committee of one or more members of the Board. If administration is delegated to a Compensation Committee, the Compensation Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board as described in paragraph (b) above, including the power to delegate to a subcommittee any of the administrative powers the Compensation Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Compensation Committee at any time and revest in the Board the administration of the Plan. The members of the Compensation Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Compensation Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Compensation Committee. The Compensation Committee shall act pursuant to a vote of the majority of its members or, in the case of a committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Compensation Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

(ii) At such time as the Company is the issuer of any class of common equity securities required to be registered under Section 12 of the Exchange Act, the Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Code Section 162(m), if applicable. If the Board intends to satisfy such exemption requirements, with respect to Awards to any Covered Employee, the Compensation Committee shall be a compensation committee of the Board that at all times consists solely of two or more Outside Directors. Within the scope of such authority, the Board or the Compensation Committee may delegate to a committee that does not consist solely of two or more Outside Directors the authority to grant Awards to Eligible Employees who are either (x) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award, or (y) not persons with respect to whom the Company wishes to grant Qualified Performance Based Compensation.

(d) The interpretation and construction of any provision of the Plan or of any Award granted under it by the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders and directors, and the executives and employees of the Company and its Affiliates. No member of the Committee shall be liable to the Company, any stockholder, any Participant or any employee of the Company or its Affiliates for any action or determination made in good faith with respect to the Plan or any Award granted under it. No member of the Committee may vote on any Award to be granted to him or her.

(e) The expenses of administering the Plan shall be borne by the Company.

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Exhibit 10.4


1.4	Eligibility

The Chairman and Chief Executive Officer of the Company ("Chairman") and all Eligible Employees identified by the Chairman who report directly to the office of the Chairman shall be eligible to participate in the Executive Sub-Plan. All other Eligible Employees shall be eligible to participate in the Non-Executive Sub-Plan.


1.5	Awards Under The Plan

The Committee shall designate the Eligible Employees, if any, to be granted Awards under the Plan. No employee shall be a Participant or be entitled to any payment hereunder unless such employee is designated as a Participant and granted an Award by the Committee. All Awards granted under the Plan shall be on the terms and subject to the conditions hereinafter provided.


1.6	Other Compensation Programs

The existence and terms of the Plan shall not limit the authority of the Board or the Committee in compensating employees of the Company or its Affiliates in such other forms and amounts, including compensation pursuant to any other plans as may be in effect currently or adopted in the future, as the Board or the Committee may determine from time to time.

ARTICLE 2.

TERMS AND CONDITIONS OF AWARDS

2.1 Executive Sub-Plan

(a) Establishment Of Performance Goals And Bonus Opportunity

Prior to or within 90 days after the commencement of each Performance Year (or no later than such earlier or later date as may be the applicable deadline for the establishment of Performance Goals permitting compensation payable for such Performance Year to qualify as Qualified Performance Based Compensation), the Committee shall establish written Performance Goals and a Bonus Opportunity for each Award granted to a Participant in the Executive Sub-Plan for such Performance Year. The Performance Goals shall be based on one or more Performance Criteria.

At the time of establishing the Performance Goals for a Performance Year, the Committee shall specify (i) the formula, standard or method to be used in calculating the compensation payable to a Participant if the Performance Goals are obtained, and (ii) the individual employee or class of employees to which the formula, standard or method applies. The Bonus Opportunity shall be expressed as an amount of cash. The Committee may also specify a minimum acceptable level of achievement of the relevant Performance Goals, as well as one or more additional levels of achievement, and a formula to determine the percentage of the Bonus Opportunity deemed to have been earned by the Participant upon

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Exhibit 10.4

attainment of each such level of achievement, which percentage may exceed 100%. The Performance Goals and Bonus Opportunity relating to any particular Award need not be the same as those relating to any other Award, whether made at the same or a different time. If an Award that is intended to constitute Qualified Performance Based Compensation is based, in whole or in part, on a percentage of a Participant's salary, base pay or other compensation, the maximum amount of the Award must be fixed at the time the Performance Goals are established. Notwithstanding the terms of any Award, the maximum payout under this Plan to any individual for any Performance Year shall not exceed $3,000,000.

(b) Earning Of Award

Promptly after the date on which the necessary information for a particular Performance Year becomes available, and prior to payment of any Award relating to such Performance Year, the Committee shall determine and shall certify in writing the extent to which the Bonus Opportunity for such Performance Year has been earned, through the achievement of the relevant Performance Goals, by each Participant for such Performance Year.

2.2 Non-Executive Sub-Plan

For each Performance Year, the Committee may grant Awards to Participants in the Non-Executive Sub-Plan. The Awards shall be determined by the Committee, in its sole discretion, based on recommendations made by the Company's management. Such recommendations may be based on a number of factors, or any combination of them, including, but not limited to, market data, Company performance, and the performance of individual Participants. The Committee shall have the sole discretion to determine whether any Eligible Employee will be designated a Participant and may be granted an Award.

2.3 Discretionary Downward Adjustments

At any time after an Award has been granted but before the Award has been paid, the Committee, in its sole and absolute discretion, may reduce or eliminate the Award granted to any Participant for any reason or for no reason, including, without limitation, the Committee's judgment that the Performance Goals have become an inappropriate measure of achievement, a change in the employment status, position or duties of the Participant, unsatisfactory performance of the Participant, or the Participant's service for less than the entire Performance Year, for example. With respect to Awards that are intended to constitute Qualified Performance Based Compensation, the reduction or elimination of an Award for a Participant may not increase the amount of an Award to another Participant or otherwise cause the Award to fail to constitute Qualified Performance Based Compensation. In no event will the bonuses that are to be paid fall below the Mandatory Minimum amount described in Section 2.7.

2.4 Distributions

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Exhibit 10.4

As soon as administratively feasible after the Committee has (i) determined and certified the extent to which the Bonus Opportunity relating to an Award under the Executive Sub-Plan has been earned pursuant to Section 2.1(b), or (ii) granted an Award under the Non-Executive Sub-Plan, such Award shall be distributed in one lump sum either in cash or in such other form of payment (for example, equity) that the Committee, in its discretion, may determine, provided that no such other form shall result in a deferral of compensation to which Code Section 409A applies.

2.5 Change In Control

Notwithstanding any other provision of this Plan (other than in the last sentence of this Section 2.5) or contained in any Award granted hereunder (including any provision for deferred payment thereof), upon the occurrence of a Change in Control, the Committee, in its discretion, may take any action with respect to outstanding Awards that it deems appropriate, which action may vary among Awards granted to individual Participants. In the event that such action is to distribute an Award, the Award shall be distributed in a lump sum no later than 30 days after the Change in Control. If a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or does not continue to hold the office of Chairman of the Company, (i) each Participant under the Executive Sub-Plan shall be deemed to have earned 100% of the Bonus Opportunities contained in any outstanding Awards for which the determination described in Section 2.1(b) has not been made, or, if such determination described in Section 2.1(b) has been made, the full amount of the portion of the Bonus Opportunity which was determined to have been earned, (ii) each Participant under the Non-Executive Sub-Plan shall be deemed to have earned an Award equal to the Award most recently paid to such Participant under the Plan (or, if no Awards have yet been paid under the Plan, (A) an Award equal to the most recent award paid to such Participant under any prior Annual Incentive Plan, or (B) if such Participant has not received an award under any prior Annual Incentive Plan, an Award equal to the average Award paid to all similarly situated Participants under this clause (ii)), and (iii) the amount of such Bonus Opportunities or Awards under (i) or (ii), as applicable, shall be paid promptly (and no later than 30 days after the Change in Control) in a cash lump sum. Notwithstanding the foregoing, a Participant shall forfeit all rights to a distribution of an Award upon a Change in Control if the Participant ceases to be employed by the Company or an Affiliate for any reason prior to the date of the Change in Control.

2.6 Termination of Employment

Except in the case of a Participant's death under the circumstances described below or a payment made in connection with a Change in Control under Section 2.5, a Participant shall forfeit all rights to a distribution of an Award if the Participant ceases to be employed by the Company or an Affiliate for any reason prior to the date the Award is distributed. For greater certainty, the Participant ceases to be employed by the Company or an Affiliate on the later of the date on which the Participant receives written notice of termination or the last date on which the Participant provides services to the Company or Affiliate. Notwithstanding the foregoing, if a Participant's employment with the Company or an Affiliate ceases because of the Participant's death on or after January 1 of the calendar year immediately following the last day of a Performance Year and before

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Exhibit 10.4

the date an Award, if any, relating to such Performance Year is distributed to the Participant, the Participant shall not forfeit his or her rights to such Award and the Award, if any, shall be distributed in accordance with Sections 2.4 and 3.3.

2.7 Approval of a Mandatory Minimum Bonus Amount to Be Paid Annually and Allocation of Forfeitures

(a) The Committee shall meet before the end of each calendar year and shall

approve a "Mandatory Minimum" amount of bonus to be paid under the Plan for such calendar year which, in the Committee's discretion, shall be expressed as either (1) a dollar amount, or (2) a percentage of the aggregate Bonus Opportunities for all Plan Participants for the year as established by the Committee in Section 2.1(a).

(b) In the event the aggregate amount of bonus to be paid for a calendar year is tentatively determined to be less than the Mandatory Minimum due to forfeitures, forfeitures for the year equal to the difference between the Mandatory Minimum and the amount of bonus as tentatively determined to be paid shall be re-allocated to the group of Eligible Employees as the Committee deems appropriate; provided, however, that any re-allocation to a Participant who is a Covered Employee shall not cause the payment to such Participant for such year to exceed the amount determined under Section 2.1(a) for such Participant based on the actual level of achievement of the relevant Performance Goals for such year.

(c) The Committee shall, at or before the approval of the Mandatory Minimum, certify that the Performance Goals as established in Section 2.1(a) were in fact satisfied. In the event that the information is not available to certify that the Performance Goals were in fact satisfied, the Mandatory Minimum as approved by the Committee shall not include any payments to Covered Employees.

ARTICLE 3.

ADDITIONAL PROVISIONS

3.1 Amendments

The Board may, in its sole discretion, amend the Plan from time to time or terminate the Plan at any time. Any such amendment may be made without stockholder approval unless required to satisfy any applicable laws (including but not limited to Code Section 162(m)) or securities exchange rules. Notwithstanding this or any other provision of this Plan to the contrary, in connection with a Change in Control (a) neither the Committee nor the Board may adjust any Award in effect immediately prior to such Change in Control in a manner adverse to the Participant, and (b) the Board may not amend the provisions of this Plan relating to such Change in Control or any such Award in a manner adverse to a Participant, in either case without the consent of the affected Participant. In the event the Plan is terminated, the Plan shall remain in effect for purposes of administering the payment of Awards granted under the Plan until such payments have been completed.

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Exhibit 10.4

3.2 Withholding

The Company shall have the right to withhold from any Award any federal, state, local or provincial income and/or payroll taxes required by law to be withheld and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to an Award.

3.3 Non‑Assignability; Death Of Participant

No Award under the Plan shall be assignable or transferable by the holder thereof except by will or by the laws of descent and distribution. In the event of the death of a Participant, any payments due to such Participant shall be paid to his beneficiary designated in writing to the Committee, or, if none has been designated, to his estate.

3.4 Non‑Uniform Determinations

Determinations by the Committee under the Plan (including, without limitation, determinations of the persons to receive Awards; the terms and provisions of such Awards; the relevant Performance Goals; the amount of Bonus Opportunity; and the amount of any downward adjustment) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

3.5 No Guarantee Of Employment

The grant of an Award under the Plan shall not confer upon any person the right to continue in the employment of the Company or an Affiliate or affect the right of the Company or any Affiliate to terminate the employment of any Participant.

3.6 Unfunded Status Of Awards; Creation Of Trusts

The Plan is intended to constitute an "unfunded" plan. With respect to any amounts payable to a Participant pursuant to an Award, nothing contained in the Plan (or in any documents related thereto), nor the creation or adoption of the Plan, the grant of any Award, or the taking of any other action pursuant to the Plan, shall give any such Participant any rights that are greater than those of a general creditor of the Company. The Committee may authorize the creation of trusts or make other arrangements to meet the Company's obligations under the Plan; however, such trusts or other arrangements shall be consistent with the "unfunded" status of the Plan. All payments to be made hereunder shall be paid from the general funds of the Company.

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Exhibit 10.4

3.7 Effective Date

The effective date of the Plan as amended and restated by the Board on January 21, 2015 is the date the Plan is approved by the Company's stockholders at the 2015 annual stockholders meeting. To the extent necessary for purposes of Code Section 162(m), this Plan shall be resubmitted to stockholders for reapproval at the times prescribed by Code Section 162(m) and the regulations thereunder.

3.8 Clawbacks

To the extent required by applicable laws, rules, regulations or securities exchange listing requirements, the Company shall have the right, and shall take all actions necessary, to recover any amounts paid to any individual under this Plan.

3.9 Code Section 162(m)

It is intended that the Plan comply fully with and meet all the applicable requirements of Code Section 162(m) and the regulations thereunder with respect to Awards that are intended to constitute Qualified Performance Based Compensation. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Code Section 162(m) as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Code Section 162(m).

3.10 Code Section 409A

The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan and all awards shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of the Plan, any Award hereunder, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A.

3.11 Severability

If any of the provisions of the Plan or any Award is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby.

3.12 Governing Law

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Exhibit 10.4

The Plan shall be construed, administered and enforced in accordance with the laws of Texas, applied without giving effect to any conflicts-of-law principles.

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Exhibit 10.5

KINDER MORGAN, INC.
AMENDED AND RESTATED STOCK COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

1. Purpose of the Plan. The Kinder Morgan, Inc. Stock Compensation Plan for Non-Employee Directors (the "Plan") is intended to promote the interests of Kinder Morgan, Inc. (the "Company") and its stockholders by aligning the compensation of the non-employee members of the board of directors of the Company (the "Board") with stockholders' interests.

2. Compensation Committee. The Plan shall be administered by the Compensation Committee of the Board (the "Committee"), which shall be constituted so as to permit the Plan to comply with Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind such rules and regulations as it deems necessary for the proper administration of the Plan, and to make all other determinations necessary or advisable for its administration. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry it into effect. The interpretation by the Committee of the Plan shall be conclusive upon all participants.

3. Eligible Participants . Only directors of the Company who are not salaried employees of the Company or of an affiliate of the Company (each, a "Non-Employee Director") are eligible to participate in the Plan. Notwithstanding the foregoing, no director of the Company nominated by the Permitted Holder (as defined in Section 9) will be eligible to participate in the Plan.

4. Stock Subject to the Plan . The aggregate number of shares of Class P common stock of the Company, $0.01 par value ("Stock"), which may be issued under the Plan shall not exceed 250,000, subject to adjustment as provided in Paragraph 7. Stock issued under the Plan shall be either authorized but previously unissued shares of Stock or shares of Stock reacquired by the Company, including shares of Stock purchased in the open market, and shares of Stock held in the treasury of the Company. The Company shall register with the Securities and Exchange Commission the issuance of the Stock subject to the Plan.

5. Awards. The compensation to be paid to Non-Employee Directors is fixed by the Board, generally annually. That compensation is expected to include an annual retainer payable in cash. It also may include other cash compensation ("Cash Compensation") that may be used as provided in this Plan. In lieu of receiving such Cash Compensation in cash, a Non-Employee Director may elect to receive any portion or all of such Cash Compensation in the form of Stock as provided herein. Such election shall be evidenced by an agreement (the "Stock Compensation Agreement") between the Company and such Non-Employee Director, which agreement shall contain the terms and conditions of such award. Such election shall be made generally at or around the first Board meeting in January of each calendar year and will be effective for the entire calendar year. A Non-Employee Director may make a new election each calendar year.

Exhibit 10.5

The shares of Stock to be issued to a Non-Employee Director electing to receive any portion of his or her Cash Compensation in the form of Stock may be issued subject to certain Forfeiture Restrictions (as defined below), the terms of which shall be set forth in the Stock Compensation Agreement, provided that such Forfeiture Restrictions shall lapse no later than the end of the calendar year to which the Cash Compensation underlying the Stock relates.

6. Number of Shares of Stock to be Issued . The number of shares of Stock to be issued to a Non-Employee Director electing to receive any portion or all of his or her Cash Compensation in the form of Stock shall equal the Cash Compensation elected to be paid in the form of Stock, divided by the closing price of the Stock on the New York Stock Exchange on the day the Cash Compensation is awarded (such price, the "Fair Market Value"), rounded up to the nearest ten shares of Stock. The Stock shall be issuable as specified in the Stock Compensation Agreement. A Non-Employee Director electing to receive any portion or all of his or her Cash Compensation in the form of Stock shall receive cash (the "Cash Payment") equal to (i) the total Cash Compensation awarded to such Non-Employee Director, minus (ii) the number of shares of Stock to be issued to such Non-Employee Director pursuant to his or her election multiplied by the Fair Market Value of a share of Stock. For illustrative purposes only, if a Non-Employee Director elected to receive an award of Cash Compensation of $100,000 in the form of 50% Stock and 50% cash, and the Fair Market Value of the Stock was $44.50, the Non-Employee Director would receive 1,130 shares of Stock ($50,000 ÷ $44.50 = 1,123.6 shares of Stock, rounded up to the nearest ten shares of Stock). The Cash Payment would equal $49,715 ($100,000 – (1,130 x $44.50)). The Cash Payment shall be payable to the Non-Employee Director in four equal installments on the March 31, June 30, September 30 and December 31 of the calendar year in which such Cash Compensation is awarded; provided that such installments shall be adjusted to include any cash dividends paid by the Company on the shares during any period in which such shares are subject to Forfeiture Restrictions.

7. Adjustment . In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, Stock dividend, Stock split or other change in the structure of the Company affecting the Stock, such adjustment shall be made in the number of shares of Stock available under the Plan, as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights.

8. Restrictions on Resale. Any Stock acquired by a Non-Employee Director under this Plan may be sold only pursuant to an effective registration statement or pursuant to an exemption from the Securities Act of 1933 ("Securities Act"), including sales pursuant to Rule 144 thereunder. The Committee may, in its sole discretion, impose additional restrictions on disposition by a Non-Employee Director and an obligation of the Non-Employee Director to forfeit and surrender the Stock to the Company under certain circumstances ("Forfeiture Restrictions"). Such restrictions shall be set forth in the Stock Compensation Agreement. The Company may place a legend on the certificates for such Stock evidencing these restrictions.

9. Change in Control. Upon the occurrence of a Change in Control (as defined below), the Committee may take any action with respect to Stock issued but still subject to Forfeiture Restrictions that it deems appropriate, including but not limited to causing such Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Richard D. Kinder no longer holds or

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Exhibit 10.5

does not continue to hold the office of Chairman of the Company, to the extent any shares of Stock are subject to Forfeiture Restrictions, such Forfeiture Restrictions shall lapse, and the Company shall thereupon deliver or cause to be delivered to each Non-Employee Director or legal representative the certificate or certificates for such shares of Stock, free of any legend provided in Section 8. As used herein, the term "Change in Control" shall mean the occurrence of any of the following events:

(a) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holder, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 20% of either the then outstanding shares of common stock of the Company or the total voting power of the then outstanding Voting Stock of the Company; provided that for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly or indirectly by the Company; (ii) any acquisition directly from the Company; (iii) any acquisition by a Benefit Plan; or (iv) any reorganization, merger, consolidation, sale or similar transaction or series of related transactions which complies with clauses (i), (ii) and (iii) of clause (b) of this definition of Change in Control;

(b) a reorganization, merger or consolidation involving the Company, or sale of all or substantially all of the assets of the Company, or similar transaction or series of related transactions, in each case, unless, following such reorganization, merger, consolidation, sale or transaction, (i) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, consolidation, sale or transaction (including an entity or ultimate parent of an entity which as a result of such transaction owns the Company or all or substantially all of the assets of the Company) and of the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the outstanding common stock of the Company immediately prior to such reorganization, merger, consolidation, sale or transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation, sale or transaction, of the outstanding common stock of the Company; (ii) no Person (excluding the Permitted Holder or a Benefit Plan or any Person beneficially owning, immediately prior to such reorganization, merger, consolidation, sale or transaction, directly or indirectly, 20% or more of the common stock of the Company then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation, or common equity securities of such entity other than a corporation, resulting from such reorganization, merger, consolidation, sale or transaction or the combined voting power of the then outstanding Voting Stock of such corporation or other entity; and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such reorganization, merger, consolidation, sale or transaction were members of the Incumbent Board (defined below) at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, consolidation, sale or transaction;

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Exhibit 10.5

(c) individuals who as of the Effective Date constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board then in office; provided that the Incumbent Board (i) shall include, except as provided in clause (ii), any individual becoming a director after the Effective Date whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board, and (ii) shall exclude any director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, or any agreement intended to avoid or settle the results of any such actual or threatened solicitation; or

(d) the approval by the stockholders of the Company of a plan of complete liquidation of the Company.

For purposes of this Section, the following definitions shall apply:

"Benefit Plan" means any employee benefit plan of the Company or any subsidiary of the Company, and any trust or Person organized, appointed or established by the Company for or pursuant to the terms of any such plan, which plan, trust or Person was maintained prior to a Change in Control.

"Permitted Holder" means Richard D. Kinder.

"Person" means a natural person or an entity.

"Voting Stock" means, (i) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation.

10. Tax Withholding. To the extent required by applicable federal, state and local law, a Non-Employee Director shall make arrangements satisfactory to the Company for the payment of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Stock under the Plan until such obligations are satisfied.

11. Effective Date . This Plan, as amended and restated, shall be effective on January 1, 2015.

12. No Right to Continue as a Director . Nothing contained in the Plan or any agreement hereunder will confer upon any participant in the Plan any right to continue to serve as a director of the Company or any right to receive compensation other than as fixed by the Board from time to time.

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Exhibit 10.5

13. No Stockholder Rights Conferred . Nothing contained in the Plan or any agreement hereunder will confer upon any participant in the Plan any rights of a common stockholder of the Company unless and until a share of Stock is validly issued to such participant in accordance with the terms hereof.

14. Termination, Amendment and Modification of Plan . The Board may at any time terminate or suspend, and may at any time and from time to time and in any respect amend or modify, the Plan; provided, however, that if any applicable law or regulation or the requirements of any stock exchange on which the Stock is listed or quoted requires that any such amendment or modification must be approved by the Company's stockholders, the Board shall not make any such modification or amendment without approval of the Company's stockholders in such manner and to such degree as is required by the applicable law, regulation or stock exchange requirement.

15. Code Section 409A . The Plan and all awards granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The Plan and all awards shall be administered, interpreted, and construed in a manner consistent with Section 409A or an exemption therefrom. Should any provision of the Plan, any award hereunder, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the affected Non-Employee Director, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A.

16. Governing Law . To the extent not preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according to the laws of the State of Texas.

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Exhibit 10.6

KINDER MORGAN, INC.

NON-EMPLOYEE DIRECTOR

STOCK COMPENSATION AGREEMENT

Stock Compensation Agreement made effective the [___] day of January, 20[__] between Kinder Morgan, Inc., a Delaware corporation (the "Company"), and [_________] ("Director").


1.	Award . The Company has made an award of Cash Compensation (as defined below), a portion of which Director is electing to receive in the form of Class P common stock of the Company, $0.01 par value ("Stock"), subject to the terms and conditions contained herein and in the Plan (as defined below).


(a)	Cash Compensation . As contemplated by the Kinder Morgan, Inc. Stock Compensation Plan for Non-Employee Directors (the "Plan"), $[_________] of cash compensation which Director may elect to receive in the form of Stock (the "Cash Compensation") has been awarded to Director for the 2015 calendar year.

(b)

Election to Receive Stock in Lieu of Cash . In accordance with the terms of the Plan, Director hereby elects to receive $ [__] of the Cash Compensation in the form of Stock. Director shall receive [__] shares of Stock ("Shares") and $[__] in cash (the "Cash Payment"), as calculated in accordance with the terms of the Plan. The Shares shall be issued upon acceptance hereof by Director and certificates therefor will be delivered to Director upon satisfaction of the conditions of this Agreement. The Cash Payment shall be paid in installments of $[__] each on or before March 31, June 30, September 30 and December 31 of 20 [__] , or as soon as administratively practicable thereafter; provided that such installments shall be adjusted to include any cash dividends paid by the Company on the Shares during any period in which the Shares are subject to Forfeiture Restrictions (as hereinafter defined).


(c)	Plan Incorporated . Director acknowledges receipt of a copy of the Plan and agrees that the election to receive such Cash Compensation in the form of Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.


2.	Shares . Director hereby accepts the Shares when issued and agrees with respect thereto as follows:

(a)

Forfeiture Restrictions . To the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the Shares issued hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered by Director, and no such sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance, whether made or created by voluntary act of Director or any agent of Director or by operation of law, shall be recognized by, or be binding upon, or shall in any manner affect the rights of, the Company or any agent or any custodian holding

Exhibit 10.6

certificates for the Shares. Except as provided in paragraph (b) below, in the event that Director's service as a director of the Company is terminated prior to the lapse of the Forfeiture Restrictions as provided in (b) below, Director shall, for no consideration, forfeit to the Company all Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Shares to the Company upon such termination of service as a director are herein referred to as "Forfeiture Restrictions."


(b)	Lapse of Forfeiture Restrictions . The Forfeiture Restrictions shall lapse and cease to apply to the Shares on the earlier of (i) July 20, 20[__] (the "Vesting Date"), or (ii) the date of Director's death.

If Director's service as a director of the Company is terminated prior to the Vesting Date because of Director's failure to be elected as a director at a stockholders meeting at which Director is considered for election, the Forfeiture Restrictions shall lapse and cease to apply to fifty percent (50%) of the Shares, and Director shall, for no consideration, forfeit to the Company the remaining fifty percent (50%) of the Shares.

Shares with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company shall provide Director a certificate (without the legend referenced in Section 2(d) below) representing the Shares as to which the Forfeiture Restrictions have lapsed.


(c)	Rights as a Stockholder. Unless otherwise provided in this Agreement, Director shall have the right to receive distributions with respect to the Shares awarded hereby, to vote such Shares, and to enjoy all other rights of a holder of Stock.

(d)

Certificates. The Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Shares shall be issued by the Company in Director's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Director shall have voting rights and shall be entitled to receive all distributions unless and until the Shares are forfeited pursuant to the provisions of this Agreement. Each certificate shall bear the following legend:

THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN, INC. STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND KINDER MORGAN, INC. A RELEASE FROM SUCH TERMS AND

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Exhibit 10.6

CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF KINDER MORGAN, INC.

Until the Forfeiture Restrictions have lapsed, (i) Director shall not be entitled to delivery of the stock certificate, (ii) the Company shall retain custody of the stock certificate, and (iii) Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Shares. A breach by Director of the terms and conditions of this Agreement shall cause a forfeiture of the Shares by Director. Upon request of the Committee, Director shall deliver to the Company a stock power, endorsed in blank, relating to the Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall deliver to Director a certificate without legend evidencing the vested Shares with respect to which Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such units. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Status of Shares. Director agrees that, notwithstanding anything to the contrary herein, the Shares may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Director also agrees that (i) certificates shall bear the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Shares on the transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.


4.	Changes in Capital Structure . If the outstanding shares of Stock or other securities of the Company, or both, shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of stock, or recapitalization, the number and kind of shares of Stock shall be appropriately and equitably adjusted in accordance with the terms of the Plan.


5.	Status as Director . For purposes of this Agreement, Director shall be considered to be in service as a director of the Company as long as Director remains a director of the

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Exhibit 10.6

Company or any successor entity. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final.

Committee's Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Shares.

Binding Effect. The provisions of the Plan and the terms and conditions of this Agreement shall, in accordance with their terms, be binding upon, and inure to the benefit of, all successors of Director, including, without limitation, Director's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy, or representative of creditors of Director. This Agreement shall be binding upon and inure to the benefit of any successors to the Company.

Agreement Subject to Plan . This Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Agreement.


9.	Governing Law. To the extent not preempted by any laws of the United States, the Plan shall be construed, regulated, interpreted and administered according to the laws of the State of Texas.

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Exhibit 10.6

IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Director has executed this Agreement, all effective as of the date of first above written.

KINDER MORGAN, INC.

By: ______________________________

Name: David R. DeVeau

Title: General Counsel

DIRECTOR

By: ______________________________

Name: ______________________________

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Exhibit 12.1

KINDER MORGAN, INC. AND SUBSIDIARIES

EXHIBIT 12.1 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions, except ratio amounts)



	Six Months Ended June 30,
	2015			2014 ^(a)
Earnings:
Pre-tax income before adjustment for net income attributable to the noncontrolling interests and earnings from equity investments (including loss on impairments of equity investments and amortization of excess cost of equity investments) per statements of income	$	1,010		$	1,298
Add:
Fixed charges	1,041			955
Amortization of capitalized interest	4			3
Distributions from equity investment earnings	187			184
Less:
Interest capitalized	(31		)	(38		)
Noncontrolling interest in pre-tax income of subsidiaries with no fixed charges	—			(121		)
Income as adjusted	$	2,211		$	2,281

Fixed charges:
Interest and debt expense, net per statements of income (includes amortization of debt discount, premium, and debt issuance costs; excludes capitalized interest)	$	1,017		$	933
Add:
Portion of rents representative of the interest factor	24			22
Fixed charges	$	1,041		$	955

Ratio of earnings to fixed charges	2.12			2.39

_______

(a) Revised for immaterial correction.

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, Steven J. Kean, 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 in the United States;


(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:	July 24, 2015	/s/ Steven J. Kean
		Steven J. Kean
		President and 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, 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 in the United States;


(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:	July 24, 2015	/s/ Kimberly A. Dang
		Kimberly A. Dang
		Vice President and Chief Financial Officer

Exhibit 32.1

KINDER MORGAN, INC. AND SUBSIDIARIES

Exhibit 32.1 - 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 June 30, 2015 , 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:	July 24, 2015	/s/ Steven J. Kean
		Steven J. Kean
		President and Chief Executive Officer

Exhibit 32.2

KINDER MORGAN, INC. AND SUBSIDIARIES

Exhibit 32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(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.



Date:	July 24, 2015	/s/ Kimberly A. Dang
		Kimberly A. Dang
		Vice President and Chief Financial Officer

Exhibit 95.1

KINDER MORGAN, INC. AND SUBSIDIARIES

EXHIBIT 95.1 - MINE SAFETY DISCLOSURES

This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration (“MSHA”) for our mines during the three months ended June 30, 2015 .



Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)	Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)		Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violations Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
1103225 Cahokia	—	—	—	—	—	$	—	—	No	No	—	—	—
1518234 Grand Rivers	1	—	—	—	—	$	—	—	No	No	—	—	—

____________

The dollar value represents the total dollar value of all MSHA citations issued and assessed at this time for the two MSHA regulated terminals noted above. The value includes S&S and non-S&S citations issued during the three months ended June 30, 2015 . Note that penalties for the above have not been assessed as of 7/15/15.

The MSHA citations, orders and assessments reflected above are those initially issued or proposed by MSHA. They do not

reflect subsequent changes in the level of severity of a citation or order or the value of an assessment that may occur as a result of proceedings conducted in accordance with MSHA rules.

As of June 30, 2015 , there were (2) pending legal actions before the Federal Mine Safety and Health Review Commission involving our mines.


1.	104 (a) Citation #9045016 (Issued 6/16/2015) No assessment available at this time (note that this is S&S citation indicated above)


2.	104 (a) Citation #9045015 (Issued 6/16/2015) No assessment available at this time.

During the three months ended June 30, 2015 , the following legal actions before the Federal Mine Safety and Health Review Commission involving our mines were resolved:

104 (a) Citation # 9041987 (Issued 2/11/2015) was assessed for $100.00 and paid. Closed 5/14/15.

104 (a) Citation # 9041988 (Issued 2/11/2015) was assessed for $100.00 and paid. Closed 5/14/15.