KMI 10-K Annual Report Dec. 31, 2023 | Alphaminr
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KMI 10-K Fiscal year ended Dec. 31, 2023

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KINDER MORGAN, INC.
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 14 Risk ManagementItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of KMI (filed as Exhibit 3.1 to KMIs Current Report on Form 8-K filed May 16, 2023 (File No. 001-35081)). 3.2 Amended and Restated Bylaws of KMI (filed as Exhibit 3.1 to KMIs Current Report on Form 8-K, filed January 24,2023 (File No. 001-35081)). 4.1 Form of certificate representing Class P common stock of KMI (filed as Exhibit 4.1 to KMIs Registration Statement on Form S-1 filed on January 18, 2011 (File No. 333-170773)). 4.2 Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.2 to KMIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-35081)). 4.3 Amendment No. 1 to the Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.3 to KMIs Current Report on Form 8-K filed on May 30, 2012 (File No. 001-35081)). 4.4 Amendment No. 2 to the Shareholders Agreement among KMI and certain holders of common stock (filed as Exhibit 4.1 to KMIs Current Report on Form 8-K filed on December 3, 2014 (File No. 001-35081)). 4.5 Indenture dated as of December 9, 2005, among Kinder Morgan Finance Company LLC (formerly Kinder Morgan Finance Company, ULC), Kinder Morgan Kansas, Inc. and Wachovia Bank, National Association, as Trustee (filed as Exhibit 4.1 to Kinder Morgan Kansas, Inc.s Current Report on Form 8-K filed on December 15, 2005 (File No. 1-06446)). 4.6 Forms of Kinder Morgan Finance Company LLC Notes (included in the Indenture filed as Exhibit 4.1 to Kinder Morgan Kansas, Inc.s Current Report on Form 8-K filed on December 15, 2005 (File No. 1-06446)). 4.19 Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 6.95% Senior Notes due 2038 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 1-11234)). 4.20 Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 5.80% Senior Notes due 2021, and the 6.50% Senior Notes due 2039 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 1-11234)). 4.21 Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 5.30% Senior Notes due 2020, and the 6.55% Senior Notes due 2040 (filed as Exhibit 4.2 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended June30, 2010 (File No. 1-11234)). 4.22 Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 6.375% Senior Notes due 2041 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-11234)). 4.23 Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 4.150% Senior Notes due 2022, and the 5.625% Senior Notes due 2041 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. 1-11234)). 4.24 Certificate of the Vice President, Finance and Investor Relations and the Vice President and Secretary of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 3.500% Senior Notes due 2021 and the 5.500% Senior Notes due 2044 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 1-11234)). 4.25 Certificate of the Vice President and Treasurer and the Vice President and Secretary of Kinder Morgan Management, LLC and Kinder Morgan G.P., Inc., on behalf of Kinder Morgan Energy Partners, L.P., establishing the terms of the 4.250% Senior Notes due 2024 and the 5.400% Senior Notes due 2044 (filed as Exhibit 4.1 to Kinder Morgan Energy Partners, L.P.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 1-11234)). 4.26 Indenture, dated March 1, 2012, between KMI and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to KMIs Registration Statement on Form S-3 filed on March 1, 2012 (File No. 001-35081)). 4.27 Certificate of the Vice President and Treasurer and the Vice President and Secretary of KMI establishing the terms of the 2.000% Senior Notes due 2017, the 3.050% Senior Notes due 2019, the 4.300% Senior Notes due 2025, the 5.300% Senior Notes due 2034 and the 5.550% Senior Notes due 2045 (filed as Exhibit 10.53 to KMIs Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-35081)). 4.28 Certificate of the Vice President and Treasurer and Vice President and Secretary of KMI establishing the terms of the 5.050% Senior Notes due 2046 (filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-35081)). 4.29 Certificate of the Vice President and Treasurer and Vice President and Secretary of KMI establishing the terms of the 1.500% Senior Notes due 2022 and 2.250% Senior Notes due 2027 (filed as Exhibit 4.2 to KMIs Form 8-A, filed March 16, 2015 (File No. 001-35081)). 4.32 Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 4.300% Senior Notes due 2028 and the 5.200% Senior Notes due 2048 (filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter ended March31, 2018 (File No. 001-35081)). 4.33 Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of KMI establishing the terms of the 2.00% Notes due February 15, 2031 and the 3.25% Notes due August 1, 2050 (filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No. 001-35081)). 4.34 Certificate of the Vice President and Chief Financial Officer, and Vice President, Investor Relations and Treasurer of KMI establishing the terms of the 3.60% Notes due February 15, 2051 (filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No. 001-35081)). 4.35 Certificate of the Vice President and Chief Financial Officer and the Vice President and Treasurer of KMI establishing the terms of the 1.750% Notes due 2026 (filed as Exhibit 4.35 to KMIs Annual Report on Form 10-Kfor the year ended December 31, 2021 (File No. 001-35081)). 4.36 Certificate of the Vice President and Treasurer and the Vice President and Chief Financial Officer of KMI establishing the terms of the 4.800% Senior Notes due 2033 and the 5.450% Senior Notes due 2052 (filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 001-35081)). 4.37 Certificate of the Vice President and Treasurer and Vice President and Chief Financial Officer of Kinder Morgan, Inc. establishing the terms of the 5.200% Notes due 2033(filed as Exhibit 4.1 to KMIs Quarterly Report on Form 10-Q for the quarter endedMarch31, 2023(File No. 001-35081)). 4.39 Description of Capital Stock of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.40 Description of Debt Securities of Kinder Morgan, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.38 to KMIs Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35081)). 10.1 Kinder Morgan, Inc. 2021 Amended and Restated Stock Incentive Plan (filed as Exhibit 4.5 to Post-Effective Amendment No. 1 to KMIs Registration Statement on Form S-8 filed July 16, 2021 (File No. 333-205430)). 10.2 2021 Form of Employee Restricted Stock Unit Agreement (filed as Exhibit 10.3 to KMIs Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No. 001-35081)). 10.3 2016 Form of Employee Restricted Stock Unit Agreement (filed as Exhibit 10.2 to KMIs Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-35081)) 10.4 2018 Form of Employee Restricted Stock Unit Agreement (filed as Exhibit 10.3 to KMIs Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-35081)) 10.5 Kinder Morgan, Inc. Second Amended and Restated Stock Compensation Plan for Non-Employee Directors (filed as Exhibit 10.4 to KMIs Form 10-Q for the quarter ended September 30, 2021 (File No. 001-35081)). 10.6 2021 Form of Non-Employee Director Stock Compensation Agreement (filed as Exhibit 10.5 to KMIs Form 10-Q for the quarter ended September 30, 2021 (File No. 001-35081)). 10.7 KMI Employees Stock Purchase Plan (filed as Exhibit 10.5 to KMIs Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-35081)). 10.8 Amended and Restated Annual Incentive Plan of KMI (filed as Exhibit 10.1 to KMIs Current Report on Form 8-K filed January 26, 2021 (File No. 001-35081)). 10.9 Revolving Credit Agreement, dated August 20, 2021 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to KMIs Current Report on Form 8-K filed August 25, 2021 (File No. 001-35081)). 10.10 First Amendment dated December 15, 2022 to Revolving Credit Agreement dated August 20, 2021 among KMI, as borrower, Barclays Bank PLC, as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.12 to KMI's Annual Report on Form 10-K for the year ended December 31, 2022 filed February 8, 2023 (File 001-35081)). 10.11 Cross Guarantee Agreement, dated as of November 26, 2014 among KMI and certain of its subsidiaries with schedules updated as of December 31, 2023. 21.1 Subsidiaries of KMI. 22.1 Subsidiary guarantors and issuers of guaranteed securities. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of 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 of 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 of 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 of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.