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(a)	Retrospectively adjusted as discussed in Note 2.

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(a)	Participating securities are unvested restricted stock awards issued to management employees that contain non-forfeitable rights to dividend equivalent payments.

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(a)

Participating securities included Class B shares, Class C shares, and unvested restricted stock awards issued to non-senior management employees that contained rights to dividend equivalents in the case of the restricted shares.  Our Class B and Class C shares were entitled to participate in our earnings, only to the extent of cash distributions made to them. As a result, no earnings in excess of dividends received were allocated to the Class B and Class C shares in our determination of basic and diluted earnings per share.

(b)

The Class A shares earnings per share as compared to the Class P shares earnings per share were reduced due to the sharing of economic benefits (including dividends) amongst the Class A, B, and C shares.  Class A, B and C shares owned by Richard Kinder, the sponsor investors, the original shareholders, and other management were referred to as “investor retained stock,” and were convertible into a fixed number of Class P shares.  In the aggregate, our investor retained stock was entitled to receive a dividend per share on a fully-converted basis equal to the dividend per share on our common stock.  The conversion of shares of investor retained stock into Class P shares did not increase our total fully-converted shares outstanding, impact the aggregate dividends we paid or the dividends we paid per share on our Class P common stock.

(c)	For the diluted earnings per share calculation, total net income attributable to each class of common stock was divided by the adjusted weighted-average shares outstanding during the period, including all dilutive potential shares.

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(a)	As of September 30, 2013 and December 31, 2012, the weighted average interest rates on KMI’s credit facility borrowings were 2.68% and 2.72%, respectively.

(b)

In December 2012, our subsidiary, EPC Building, LLC had issued $468 million of 3.967% amortizing promissory notes with payments due 2013 through 2035, of which $217 million was issued to third parties and the remaining $251 million was held by KMI until they were sold to third parties in April of 2013. EPC Building, LLC, as the landlord, leases the property to KMI as a tenant.  Proceeds from the issuance of the notes were used to reduce KMI’s credit facility borrowings.

(c)

Excludes debt fair value adjustments. As of September 30, 2013 and December 31, 2012, our “Debt fair value adjustments” increased our debt balances by $2,124 million and $2,591 million, respectively. In addition to all unamortized debt discount/premium amounts 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. For further information about our debt fair value adjustments, see Note 5 “Risk Management—Fair Value of Derivative Contracts.”

(d)

On February 28, 2013, KMP completed a public offering of $1 billion in principal amount of senior notes in two separate series, consisting of $600 million of 3.50% notes due September 1, 2023 and $400 million of 5.00% notes due March 1, 2043. KMP received net proceeds of $991 million, and used the proceeds to pay a portion of the purchase price for the March 2013 drop-down transaction and to reduce the borrowings under its commercial paper program. On August 5, 2013, KMP completed a public offering of $1.75 billion in principal amount of senior notes in three separate series, consisting of $800 million of 2.65% notes due February 1, 2019, $650 million of 4.15% notes due February 1, 2024 and $300 million of 5.00% notes due March 1, 2043 (the 5.00% notes issued in August 2013 constitute a further issuance of the $400 million aggregate principal amount of the 5.00% notes that KMP issued in February 2013 and form a single series with these notes). KMP received net proceeds of $1,724 million, and used the proceeds to reduce the borrowings of its commercial paper program and to fund its partial redemption and retirement of Copano’s 7.125% senior notes in September 2013 (see “—KMP’s Copano Debt” below).

(e)

In May 2013, in association with the increase of capacity negotiated for KMP’s senior unsecured revolving bank credit facility (see “—Credit Facilities - KMP” below), KMP increased its commercial paper program by $500 million to provide for the issuance of up to $2.7 billion. As of September 30, 2013 and December 31, 2012, the average interest rates on KMP’s outstanding commercial paper borrowings were 0.27% and 0.45%, respectively. The borrowings under KMP’s commercial paper program were used principally to finance the acquisitions and capital expansions made during the first nine months of 2013 and during 2012, and in the near term, KMP expects that its short-term liquidity and financing needs will be met primarily through borrowings made under its commercial paper program.

(f)	Consists of six separate series of fixed-rate unsecured senior notes that KMP assumed as part of the August 2012 drop-down transaction.

(g)	Consists of four separate series of fixed-rate unsecured senior notes that KMP assumed as part of the August 2012 and March 2013 drop-down transactions.

(h)	Consists of a single series of fixed-rate unsecured senior notes that KMP guaranteed as part of its May 1, 2013 Copano acquisition. The notes mature in full on April 1, 2021, and interest on the notes is payable semiannually on April 1 and October 1 of each year. For further information about these notes, see “—KMP’s Copano Debt” below.

(i)	As of September 30, 2013 and December 31, 2012, includes commercial paper borrowings of $174 million and $621 million.

(j)	In September 2013, EPPOC repaid $88 million of 8% senior notes.

(k)	LIBOR plus 1.75%.

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▪	the administrative agent’s base rate, plus a margin, which varies depending upon the credit rating of KMP’s long-term senior unsecured debt (the administrative agent’s base rate is a rate equal to the greatest of (i) the Federal Funds Rate, plus 0.5%; (ii) the Prime Rate; or (iii) LIBOR for a one-month eurodollar loan, plus 1%); or

▪	LIBOR for a one-month eurodollar loan, plus a margin, which varies depending upon the credit rating of KMP’s long-term senior unsecured debt.

(a)	Distribution declared for the three months ended September 30, 2013, was declared on October 16, 2013 and is payable on November 18, 2013 to shareholders of record as of October 31, 2013.

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(a)	See Note 2, “Acquisitions and Divestitures—KMI Acquisition of EP.”

(b)	See Note 8, “Debt” to our consolidated financial statements included in our 2012 Form 10-K.

(c)

On May 23, 2012, we announced that our board of directors had approved a warrant repurchase program, authorizing us to repurchase in the aggregate up to $250 million of warrants, which repurchase was completed as of May 2013. In the second quarter of 2013, we repurchased an additional $38 million in warrants, which was approved by our board of directors separate and apart from the publicly announced repurchase program. On July 17, 2013, we announced that our board of directors had authorized an additional $350 million share and warrant repurchase program. As of September 30, 2013, $331 million of the $350 million repurchase program had been utilized. On October 16, 2013, we announced that our board of directors had approved an additional share and warrant repurchase program authorizing us to repurchase in the aggregate up to $250 million of additional shares or warrants. During the nine months ended September 30, 2013 and 2012, we paid a total of $463 million and $136 million, respectively, for the repurchase of warrants.

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(a)

On June 3, 2013, KMP entered into a fourth amended and restated equity distribution agreement with UBS Securities LLC (UBS) which increased the aggregate offering price of KMP’s common units to up to $2.175 billion (up from $1.9 billion), and on August 7, 2013, KMP entered into a second and separate equity distribution agreement with UBS. The terms of this second equity distribution agreement are substantially similar to those in KMP’s previous agreement, and allows it to offer and sell from time to time additional KMP common units having an aggregate offering price of up to $1.9 billion through UBS, as sales agent.

(b)	KMP valued these units at $3,733 million based on the $86.08 closing market price of a KMP common unit on the NYSE on May 1, 2013.

(c)	On March 7, 2013, EPB entered into an equity distribution agreement with Citigroup. Pursuant to the provisions of EPB’s equity distribution agreement, EPB may sell from time to time through Citigroup, as its sales agent, EPB’s common units representing limited partner interests having an aggregate offering price of up to $500 million.

(d)	Represents proceeds received from noncontrolling interests and excludes our $2 million contribution as the owner of EPB’s general partner.

(e)	On May 4, 2012, KMR entered into an equity distribution agreement with Credit Suisse Securities (USA) LLC (Credit Suisse). Pursuant to the provisions of KMR’s equity distribution agreement, it may sell from time to time through Credit Suisse, as its sales agent, KMR shares having an aggregate offering price of up to $500 million.

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(a)	Represents distribution information since the May 2012 EP acquisition.

(b)

KMR’s distributions are paid in the form of additional shares or fractions thereof calculated by dividing the KMP cash distribution per common unit by the average of the market closing prices of a KMR share determined for a ten-trading day period ending on the trading day immediately prior to the ex-dividend date for the shares.  On October 16, 2013, KMR declared a share distribution of 0.017610 shares per outstanding share (2,153,480 total shares) payable on November 14, 2013 to shareholders of record as of October 31, 2013, based on the $1.35 per common unit distribution declared by KMP.

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(a)	Cash margin deposits held by KMP associated with its energy commodity contract positions and OTC swap agreements and reported within “Accrued other current liabilities” in our accompanying consolidated balance sheets.

(b)	$5 million of cash margin deposits posted by KMI at September 30, 2013 and KMP at December 31, 2012, associated with energy commodity contract positions and OTC swap agreements and reported within “Other current assets” in our accompanying consolidated balance sheets.

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(a)	Amounts reflect the change in the fair value of interest rate swap agreements and the change in the fair value of the associated fixed rate debt which exactly offset each other as a result of no hedge ineffectiveness.

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(a)

We expect to reclassify an approximate $17 million loss associated with energy commodity price risk management activities and included in our accumulated other comprehensive loss and noncontrolling interest balances as of September 30, 2013 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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•	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).

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(a)	Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC WTI swaps and OTC natural gas swaps that are settled on NYMEX.  Level 3 consists primarily of WTI options, WTI basis swaps, NGL options and power derivative contracts.

(a)	2012 purchases include a net liability of $246 million of Level 3 energy commodity derivative contracts associated with the EP acquisition. 2013 purchases include a net asset of $18 million of Level 3 energy commodity derivative contracts assumed in conjunction with KMP’s May 1, 2013 Copano acquisition.

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•	Natural Gas Pipelines—the sale, transport, processing, treating, fractionation, storage and gathering of natural gas and NGLs;

•	CO2—KMP—the production, sale and transportation of crude oil from fields in the Permian Basin of West Texas and the production, transportation and marketing of CO2 used as a flooding medium for recovering crude oil from mature oil fields;

•	Products Pipelines—KMP— the transportation and terminaling of refined petroleum products, including gasoline, diesel fuel, jet fuel, NGLs, crude and condensate, and bio-fuels;

•	Terminals—KMP—the transloading and storing of refined petroleum products and dry and liquid bulk products, including coal, petroleum coke, cement, alumina, salt and other bulk chemicals;

•	Kinder Morgan Canada—KMP—the transportation of crude oil and refined products from Alberta, Canada to marketing terminals and refineries in British Columbia, and the state of Washington. As further described in Note 2, Kinder Morgan Canada divested its interest in the Express pipeline system effective March 14, 2013; and

•	Other—primarily includes several physical natural gas contracts with power plants associated with EP’s legacy trading activities. These contracts obligate EP to sell natural gas to these plants and have various expiration dates ranging from 2012 to 2028.

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(a)	Increases in the three and nine month 2013 amounts versus the three and nine month 2012 amounts reflect our May 25, 2012 acquisition of EP and KMP’s May 1, 2013 acquisition of Copano.

(b)	Includes revenues, earnings from equity investments, allocable interest income, and other, net, less operating expenses, allocable income taxes, and other expense (income).

(c)	Nine month 2013 amount includes a $558 million non-cash gain from the remeasurement of net assets to fair value. See Note 2 for further discussion.

(d)	Nine month 2013 amount includes a $177 million increase in expense associated with adjustments to certain legal liabilities related to both transportation rate cases and environmental matters.

(e)	Three and nine month 2013 amounts include a $1 million decrease and a $140 million increase, respectively, from after-tax loss and gain amounts on the sale of KMP’s investments in the Express pipeline system.

(f)

Nine month 2012 amount includes increases in expense of (i) $157 million in employee severance, retention and bonus costs; (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; and (iv) $96 million for legal fees and litigation reserves. These increases in expense were partially offset by a $17 million benefit associated with pension income.

(g)	Three and nine month 2012 amounts include increases in expense of $95 million and $104 million, respectively, of capitalized financing fees, almost all of which was associated with the EP acquisition financing, that was written-off (primarily due to debt repayment) or amortized.

(h)

Represents amounts primarily attributable to KMP’s FTC Natural Gas Pipelines disposal group and other, net of tax. Nine month 2013 amount represents an incremental loss related to the sale of KMP’s disposal group effective November 1, 2012. Three month 2012 amount includes a $179 million non-cash loss from remeasurement of net assets to fair value, and nine month 2012 amount includes a combined $934 million loss from both costs to sell and the remeasurement of net assets to fair value, net of tax, and $7 million of depreciation and amortization expense.

(i)	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.

(j)	2012 amount primarily represents amounts attributable to KMP’s Express pipelines system and our ownership interest in the Bolivia to Brazil Pipeline as of December 31, 2012.

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(a)	Reflects the gain recognized upon the February 2013 settlement of our obligations under the El Paso Supplemental Executive Retirement Plan.

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(a)	Includes an $87 million increase since December 31, 2012 (net of related amortization of $5 million) associated with TGP’s sale of certain natural gas facilities located offshore in the Gulf of Mexico and onshore in the state of Louisiana.

(b)

During the second quarter of 2013, we began applying regulatory accounting to another one of KMP’s pipeline systems due to a newly negotiated long-term tolling agreement approved by the system’s regulator that went into effect in April 2013. The primary impact of applying regulatory accounting was the reclassification of approximately $362 million of current and long-term deferred credits to regulatory liabilities. KMP expects this regulatory liability to be refunded to rate-payers over approximately the next four years. As of September 30, 2013, $117 million remains classified as current regulatory liability.

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(a)	Retrospectively adjusted as discussed in Note 2.

(b)	Includes assets and liabilities of KMI’s consolidated subsidiaries, excluding KMP and EPB.

(c)	Excludes debt fair value adjustments.  Decrease to long-term debt for debt fair value adjustments totaled $8 million as of both September 30, 2013 and December 31, 2012.

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•

KMP’s August 2012 and March 2013 acquisitions of net assets from us as if such acquisitions had taken place on the effective dates of common control. We refer to these two separate transfers of net assets from us to KMP as the drop-down transactions, and we refer to the transferred assets as the drop-down asset groups. We accounted for the drop-down transactions as a combination of entities under common control, and accordingly, the financial information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include the financial results of the drop-down asset groups for all periods subsequent to the effective dates of common control; and

•

the reclassifications necessary to reflect the results of KMP’s FTC Natural Gas Pipelines disposal group as discontinued operations. We sold KMP’s FTC Natural Gas Pipelines disposal group effective November 1, 2012 for approximately $1.8 billion in cash (before selling costs), or $3.3 billion including KMP’s share of joint venture debt. In the first quarter of 2013, following the final working capital adjustment, we recorded an incremental loss of $2 million related to our sale of the disposal group, and except for this loss amount, we recorded no other financial results from the operations of the disposal group during the first nine months of 2013. Furthermore, we have excluded the disposal group’s financial results from the Natural Gas Pipelines business segment disclosures for the three and nine months ended September 30, 2012.

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(a)

Based on (i) KMP distributions of $1.35 and $3.97 per common unit declared for the three and nine months ended September 30, 2013, respectively, and $1.26 and $3.69 per common unit declared for the three and nine months ended September 30, 2012, respectively; (ii) 381 million and 340 million aggregate common units, Class B units and i-units (collectively KMP units) outstanding as of April 29, 2013 and April 30, 2012, respectively; (iii) 433 million and 347 million aggregate KMP units outstanding as of July 31, 2013 and 2012, respectively; (iv) 438 million aggregate KMP units estimated to be outstanding as of October 31, 2013 and 365 million aggregate KMP units outstanding as of October 31, 2012; (v) waived incentive distributions of $4 million for the nine months ended September 30, 2013 and $6 million and $19 million for the three and nine months ended September 30, 2012, respectively, related to KMP’s acquisition of its initial 50% interest in May 2010, and subsequently, the remaining 50% interest in May 2011 of KinderHawk; and (vi) waived incentive distributions of $25 million and $50 million for the three and nine months ended September 30, 2013, respectively, as a result of KMP’s acquisition of Copano. In addition, we as general partner of KMP, agreed to waive a portion of our future incentive distributions related to the Copano acquisition in the amounts of $25 million from our fourth quarter of 2013 incentive distribution amount, $120 million in 2014, $120 million in 2015, $110 million in 2016, and annual amounts thereafter decreasing by $5 million per year from the 2016 level.

(b)	Based on 28 million in 2013, and 22 million, 22 million and 26 million KMP units owned by us as of March 31, June 30, and September 30, 2012, respectively, multiplied by the KMP per unit distribution declared, as outlined in footnote (a) above.

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(c)

Assumes that we sold the KMR shares that we estimate to receive as distributions for the three and nine months ended September 30, 2013 and received as distributions for the three and nine months ended September 30, 2012, respectively. We did not sell any KMR shares in the first nine months of 2013 or 2012. We intend periodically to sell the KMR shares we receive as distributions to generate cash.

(d)

Based on (i) EPB distributions of $0.65 and $1.90 per common unit declared for the three and nine months ended September 30, 2013, respectively, and $0.58 and $1.13 per common unit declared for the three and nine months ended September 30, 2012; (ii) 216 million common units outstanding as of April 29, 2013; (iii) 218 million and 208 million common units outstanding as of July 31, 2013 and 2012, respectively; and (iv) 218 million common units estimated to be outstanding as of October 31, 2013 and 216 million common units outstanding as of October 31, 2012.

(e)	Based on 90 million EPB units owned by us as of September 30, 2013 and 2012, multiplied by the EPB per unit distribution declared, as outlined in footnote (d) above.

(f)	Represents corporate general and administrative expenses, corporate sustaining capital expenditures, and other income and expense.

(g)

Represents cash available from former EP assets that remain at KMI, including TGP, EPNG and EP Midstream asset operations for the periods presented prior to their drop-down to KMP, and our 20% interest in NGPL, net of general and administrative expenses related to KMI’s EP assets. Amounts include our share of pre-tax earnings, plus depreciation, depletion and amortization, and less cash taxes and sustaining capital expenditures from equity investees.

(h)	Represents interest expense on debt assumed from the May 25, 2012 EP acquisition.

(i)	Represents interest associated with our remaining debt issued to finance the cash portion of the EP acquisition purchase price.

(j)

Excludes $37 million and $322 million in after-tax expenses for the three and nine months ended September 30, 2012, respectively, associated with the EP acquisition and EP Energy sale. The three months ended September 30, 2012 includes (i) $60 million of expense for capitalized financing fees associated with the EP acquisition financing that were written off (due to debt repayments) or amortized in the third quarter and (ii) $24 million benefit associated with pension income and tax benefits on deferred compensation. The nine months ended September 30, 2012 includes (i) $99 million in employee severance, retention and bonus costs; (ii) $55 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; (iv) $66 million write-off (primarily due to debt repayments) or amortization of capitalized financing fees; (v) $70 million for legal fees and reserves; and (vi) $24 million benefit associated with pension income and legal recoveries noted above.

(k)	Includes weighted average common stock outstanding and (i) for 2013, approximately 6 million of unvested restricted stock awards issued to management employees that contain non-forfeitable rights to dividend equivalent payments and (ii) for 2012, Class B shares, Class C shares and unvested restricted stock awards.

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(a)	Consists of the corresponding line items in our consolidated statements of income included elsewhere in this report.

(b)	2012 amounts primarily represent income from KMP’s FTC Natural Gas Pipeline disposal group, net of tax.

(c)	On May 25, 2012, we began recognizing income from our investment in EPB, and we received in the third quarter the full distribution for the second quarter of 2012 as we were the holder of record as of July 31, 2012.

(d)	Nine month 2012 amount includes $7 million associated with KMP’s FTC Natural Gas Pipeline disposal group.

(e)	2012 amounts include $22 million and $64 million for the three and nine months ended September 30, 2012, respectively, associated with KMP’s FTC Natural Gas Pipeline disposal group.

(f)	Consists of the difference between cash available for distributions and the distributions received from our equity investments.

(g)

Consists of items such as hedge ineffectiveness, legal and environmental reserves, gain/loss on sale, insurance proceeds from casualty losses, and asset acquisition and/or disposition expenses. Nine months 2013 includes (i) a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford to fair value; (ii) $177 million of expense associated with adjustments to legal liabilities related to both transportation rate case and environmental matters; and (iii) $140 million, net of tax, gain on the sale of KMP’s investments in Express. For more information, see Note 2 “Acquisitions and Divestitures” to our consolidated financial statements included elsewhere in this report.

(h)

Primarily represents pre-tax (income) expense associated with the EP acquisition and EP Energy sale. The three months ended September 30, 2012 includes (i) $95 million of expense for capitalized financing fees associated with the EP acquisition financing that were written-off (due to debt repayments) or amortized; and (ii) $38 million benefit associated with pension income and legal recoveries. The nine months ended September 30, 2012 includes (i) $157 million in employee severance, retention and bonus costs; (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; (iv) $104 million write-off (primarily due to repayments) or amortization of capitalized financing fees; (v) $96 million for legal fees and reserves; and (vi) $38 million benefit associated with pension income and legal recoveries noted above.

(i)	2012 amounts represent an increase in our state effective tax rate as a result of the EP acquisition.

(j)	We define sustaining capital expenditures as capital expenditures that do not expand the capacity of an asset.

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(k)	Declared distribution multiplied by limited partner units outstanding on the applicable record date less units owned by us. Includes distributions on KMR shares. KMP must generate the cash to cover the distributions on the KMR shares, but those distributions are paid in additional shares and KMP retains the cash. We do not have access to that cash.

(l)	Declared distribution multiplied by EPB limited partner units outstanding on the applicable record date less units owned by us.

(m)	Consists of items such as timing and other differences between earnings and cash, KMP’s and EPB’s cash flow in excess of their distributions, non-cash purchase accounting adjustments related to the EP acquisition and going private transaction primarily associated with non-cash amortization of debt fair value adjustments.

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(a)

Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, allocable income taxes, and other expense (income).  Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes other than income taxes.  Segment earnings include KMP’s allocable income tax expense of $12 million and $6 million for the three months ended September 30, 2013 and 2012, respectively, and $121 million and $20 million for the nine months ended September 30, 2013 and 2012, respectively.

(b)	2013 and 2012 amounts include increases in earnings of $34 million and decreases in earnings of $24 million, respectively, related to the combined effect from all of the 2013 and 2012 certain items impacting EBDA and disclosed below in our management discussion and analysis of segment results.

(c)	2012 amount includes increases in expense of $11 million related to the combined effect from the 2012 certain items related to general and administrative expenses disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(d)	2013 and 2012 amounts include increases in expense of $4 million and $96 million, respectively, related to the combined effect from the 2013 and 2012 certain items related to interest expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(e)	Represents amounts primarily attributable to KMP’s FTC Natural Gas Pipelines disposal group and other, net of tax. 2012 amount includes a combined $179 million loss from both costs to sell and the remeasurement of net assets to fair value.

(f)	2013 and 2012 amounts include increases in earnings of $561 million (net of tax expense of $84 million) and decreases in earnings of $11 million, respectively, related to the combined effect from all of the 2013 and 2012 certain items impacting EBDA and disclosed below in our management’s discussion and analysis of segment results.

(g)	2013 and 2012 amounts include increases in expense of $12 million and $349 million, respectively, related to the combined effect from the 2013 and 2012 certain items related to general and administrative expenses disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(h)	2013 and 2012 amounts include $27 million and $105 million increases in expense, respectively, related to the combined effect from the 2013 and 2012 certain items related to interest expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(i)	Represents amounts attributable to KMP’s FTC Natural Gas Pipelines disposal group. 2013 amount represents an incremental loss related to the sale of KMP’s disposal group effective November 1, 2012. 2012 amount includes a combined $934 million loss from both costs to sell and the remeasurement of net assets to fair value, net of tax, and $7 million of depreciation and amortization expense.

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(a)	Three and nine month 2013 amounts include decreases in revenues of $9 million and $10 million, respectively, all related to derivative contracts used to hedge forecasted natural gas and NGL sales.

(b)

Nine month 2013 amount and three and nine month 2012 amounts include $1 million increases in expense related to hurricane clean-up and repair activities. Nine month 2013 amount also includes (i) a $2 million decrease in EBDA related to SNG’s sales and use tax audit interest and penalties; and (ii) a $2 million decrease in EBDA related to SNG’s offshore assets hurricane repair costs. Also, both three and nine month 2012 amounts include a $3 million decrease in segment earnings related to assets sold, which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

(c)

Both three and nine month 2013 amounts include the gain of $36 million from the sale of certain Gulf Coast offshore and onshore TGP supply facilities. Also, three and nine month 2013 amounts include losses of $1 million and $8 million, respectively, related to assets sold, which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

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(d)	Nine month 2013 amount includes a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford to fair value.

(e)

Represents EBDA attributable to KMP’s FTC Natural Gas Pipelines disposal group. Nine month 2013 amount represents a $2 million loss from the sale of net assets. Three and nine month 2012 amounts include losses of $179 million and $934 million, respectively, from both costs to sell and the remeasurement of net assets to fair value, and also include revenues of $71 million and $204 million, respectively.

(f)	Includes pipeline volumes for TransColorado, MEP, Kinder Morgan Louisiana Pipeline LLC, FEP, TGP, EPNG, Copano South Texas, the Texas intrastate natural gas pipeline group, EPB, Florida Gas Transmission Company, and Ruby Pipeline L.L.C. Volumes for acquired pipelines are included for all periods.

(g)	Represents Texas intrastate natural gas pipeline group volumes.

(h)	Includes Copano operations, EP Midstream asset operations, Eagle Ford, KinderHawk, Endeavor, Bighorn, Webb Duval Gatherers, Fort Union, EagleHawk, and Red Cedar throughput volumes. Joint venture throughput is reported at KMP’s ownership share.

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(a)

Equity investment until May 1, 2013. On that date, as part of KMP’s Copano acquisition, it acquired the remaining 50% ownership interest that it did not already own. Prior to that date, KMP recorded earnings under the equity method of accounting, but it received distributions in amounts essentially equal to equity earnings plus depreciation and amortization expenses less sustaining capital expenditures.

(b)	Represents EBDA and revenues from those EP subsidiaries not included in KMP or EPB.

(c)

Includes results from our 20% equity interest in NGPL Holdco LLC, the owner of Natural Gas Pipeline Company of America, LLC (NGPL) which had a carrying value of $64 million as of September 30, 2013. While not material to our results, the performance of this asset has further declined primarily due to continuing unfavorable market conditions affecting this asset including excess gas supply, reduced basis spreads, and low commodity prices. To the extent such market conditions are expected to persist or further deteriorate, this may affect the realization of our investment.

(d)	Represents amounts attributable to KMP’s FTC Natural Gas Pipelines disposal group.

▪	incremental loss of $13 million (4%) and earnings of $465 million (110%), respectively, from EPB;

▪	incremental loss of $5 million (3%) and earnings of $333 million (130%), respectively, from TGP;

▪	incremental loss of $3 million (3%) and earnings of $155 million (120%), respectively, from EPNG;

▪	incremental earnings of $5 million (17%) and $40 million (81%), respectively, from the other KMI owned assets;

▪	incremental earnings of $4 million (23%) and $42 million (209%), respectively, from KMP’s EP midstream assets, which it acquired 50% from Kohlberg Kravis Roberts & Co L.P. (KKR) effective June 1, 2012, and 50% from us effective March 1, 2013;

▪	incremental earnings of $88 million and $146 million, respectively, from KMP’s Copano operations, which it acquired effective May 1, 2013 (but excluding Copano’s 50% ownership interest in Eagle Ford; which is included below with the 50% ownership interest KMP previously owned);

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increases of $17 million (29%) and $18 million (8%), respectively, from KMP’s Texas intrastate natural gas pipeline group, due largely to lower pipeline maintenance expenses and higher transportation volumes from the Eagle Ford shale formation in South Texas. The drop in maintenance expenses was due to both higher pipeline integrity maintenance and increased well repair expenses incurred in the third quarter of 2012. For the comparable nine month periods, the earnings increase was due to higher transport margins (primarily related to service associated with Eagle Ford), but partially offset by both lower storage margins (due mainly to timing differences on storage settlements) and lower natural gas processing margins (due mainly to lower NGLs prices). The growth in revenues across both comparable three and nine month periods reflect higher natural gas sales revenues, driven by higher natural gas sales volumes in

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▪	incremental earnings of $16 million (150%) and $46 million (279%), respectively, from KMP’s total (100%) Eagle Ford natural gas gathering operations, due mainly to higher natural gas gathering volumes from the Eagle Ford shale formation, and for the comparable nine month periods, to the incremental 50% ownership interest KMP acquired as part of its acquisition of Copano effective May 1, 2013;

▪	decreases of $11 million (46%) and $22 million (35%), respectively, from KMP’s natural gas treating operations, primarily due to lower sales volumes and margins from treating equipment manufacturing.

(a)	Three month 2013 amount includes unrealized losses of $9 million; and three and nine month 2012 amounts include unrealized losses of $5 million and $8 million, respectively, all relating to derivative contracts used to hedge forecasted crude oil sales.

(b)	Nine month 2012 amount represents the gain from the sale of KMP’s ownership interest in the Claytonville oil field.

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

(d)	Represents 100% of the production from the field. KMP owns an 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 Strawn unit and a 100% working interest in the Goldsmith Landreth unit.

(e)	Net to KMP, after royalties and outside working interests.

(f)	Includes all of KMP’s crude oil production properties.

(g)	Includes production attributable to leasehold ownership and production attributable to KMP’s ownership in processing plants and third-party processing agreements.

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increases of $35 million (12%) and $91 million (11%), respectively, in crude oil sales revenues-due primarily to higher average realized sales prices for U.S. crude oil and partly due to higher oil sales volumes. KMP’s realized weighted average price per barrel of crude oil increased 8% in the third quarter of 2013 and 4% in the first nine months of 2013, when compared to the same periods in 2012. The overall increases in oil sales revenues were also favorably impacted by increases in sales volumes of 4% and 6%, respectively. The period-to-period increases in volumes were due primarily to higher production at the Katz field unit and to incremental production from the Goldsmith Landreth unit (acquired effective June 1, 2013), and for the comparable nine month periods, to higher production at the SACROC unit (volumes presented in the results of operations table above);

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an increase of $3 million (9%) and a decrease of $8 million (6%), respectively, in natural gas plant products sales. The quarter-to-quarter increase was driven by both a 6% increase in KMP’s realized weighted average price per barrel of NGLs and a 3% increase in sales volumes. The year-over-year decrease in products sales revenues was due to an 11% decrease in KMP’s average sales price, but was partially offset by a 6% increase in sales volumes; and

▪	decreases of $28 million (29%) and $47 million (16%), respectively, due to higher combined operating expenses, driven primarily by higher fuel and power expenses, and higher maintenance and well workover expenses, all related to increased drilling activity relative to the comparable three and nine month periods of 2012.

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(a)

Nine month 2013 amount includes a $162 million increase in expense associated with rate case liability adjustments, and a $15 million increase in expense associated with a legal liability adjustment related to a certain West Coast terminal environmental matter. Three and nine month 2012 amounts include a $34 million increase in expense associated with environmental liability adjustments, and a $9 million increase in expense associated with rate case liability adjustments.

(b)

Nine month 2013 amount includes a loss of $5 million from the write-off of assets at KMP’s Los Angeles Harbor West Coast terminal. Three and nine month 2012 amounts include a gain of $8 million from the disposal of property related to the sale of a portion of KMP’s former Gaffey Street, California terminal land. Also, nine month 2012 amount includes a $2 million decrease in segment earnings related to assets sold, which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

(c)	Volumes include ethanol pipeline volumes.

(d)	Includes Pacific, Plantation, Calnev, and Central Florida pipeline volumes.

(e)	Includes Cochin and Cypress pipeline volumes.

(f)	Includes Crude Oil & Condensate and Double Eagle pipeline volumes.

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

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▪	incremental earnings of $7 million and $11 million, respectively, from the Kinder Morgan Crude Oil & Condensate Pipeline, which began transporting crude oil and condensate volumes from the Eagle Ford shale gas formation to multiple terminaling facilities along the Texas Gulf Coast in October 2012;

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an increase of $3 million (4%) and a decrease of $4 million (2%), respectively, from the Pacific operations. The increase in earnings for the comparable third quarter periods was driven by higher mainline transportation revenues, due primarily to an almost 5% increase in system-wide delivery volumes. The decrease in earnings for the comparable nine month periods was primarily attributable to a reduction in mainline transportation revenues recorded in the the second quarter of 2013. The reduction to transport revenues related to rate reductions associated with various interstate and California intrastate rate case decisions;

▪	increases of $3 million (12%) and $6 million (10%), respectively, from KMP’s Southeast terminal operations, driven by higher margins from ethanol blending operations, and higher revenues from refined products and bio-fuels throughput volumes;

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▪	incremental earnings of $2 million and $2 million, respectively, from KMP’s 50% interest in the Double Eagle pipeline system-which gathers condensate and crude oil for Eagle Ford shale producers and which it acquired as part of its Copano acquisition effective May 1, 2013;

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increases of $1 million (8%) and $16 million (112%), respectively, from KMP’s transmix processing operations. Transmix processing earnings were essentially unchanged across the comparable three month periods, but increased across the comparable nine month periods due to higher margins on processing volumes, incremental earnings from third-party sales of excess renewable identification numbers (RINS) (generated through KMP’s ethanol blending operations), and to the recognition of unfavorable net carrying value adjustments to product inventory recognized in the first nine months of 2012. The period-to-period increases in revenues were mainly due to the expiration of certain transmix fee-based processing agreements since the end of the third quarter of 2012. Due to the expiration of these contracts, KMP now directly purchases incremental transmix volumes and sell incremental volumes of refined products, resulting in both higher revenues and higher costs of sales expenses;

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increases of $1 million (3%) and $14 million (25%), respectively, from the Cochin Pipeline-earnings were essentially flat across the comparable quarterly periods, as higher transportation revenues were largely offset by higher income tax expenses (due to the recognition of a favorable income tax adjustment recorded in the third quarter of 2012). The increase in year-over-year earnings was primarily due to higher transportation revenues, driven by an overall 29% increase in pipeline throughput volumes, partly attributable to incremental ethane/propane volumes as a result of pipeline modification projects completed in June 2012; and

▪	increases of $1 million (7%) and $4 million (10%), respectively, from KMP’s approximate 51% interest in the Plantation pipeline system-due largely to higher transportation revenues driven by increases in system delivery volumes of 13% and 11%, respectively, and by higher average tariff rates since the end of the third quarter of 2012.

(a)	Three and nine month 2013 amounts include increases of $4 million related to 2012 hurricane expense reimbursements at KMP’s New York Harbor and Mid-Atlantic terminals.

(b)

Three and nine month 2013 amounts include increases in expense of $7 million and $21 million, respectively, related to hurricane clean-up and repair activities at KMP’s New York Harbor and Mid-Atlantic terminals, and $1 million increase in expense associated with the removal of certain physical assets at its Tampaplex bulk terminal located in Tampa, Florida. Three and nine month 2012 amounts include a $1 million increase in expense related to hurricane clean-up and repair activities at KMP’s Myrtle Grove, Louisiana, IMT facility.

(c)

Three and nine month 2013 amounts include casualty indemnification gains of $22 million and $50 million, respectively, related to 2012 hurricane activity at KMP’s New York Harbor and Mid-Atlantic terminals. Nine month 2012 amount includes a $12 million casualty indemnification gain related to a 2010 casualty at IMT. Also, nine month 2013 and 2012 amounts include $1 million decreases in segment earnings, all relating to assets sold which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

(d)	Nine month 2013 amount includes a $1 million casualty indemnification gain related to 2012 hurricane activity at KMP’s New York Harbor and Mid-Atlantic terminals.

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(e)	Volumes for acquired terminals are included for all periods and include KMP’s proportionate share of joint venture tonnage.

(f)	The ratio of KMP’s actual leased capacity to its estimated potential capacity.

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(a)	Three and nine month 2013 amounts include a loss of $1 million and a gain of $224 million, respectively, from the sale of KMP’s equity and debt investments in the Express pipeline system.

(b)	Nine month 2013 amount includes an $84 million increase in income tax expense related to the pre-tax gains associated with the sale of KMP’s equity and debt investments in the Express pipeline system described in footnote (a).

(c)	Represents Trans Mountain pipeline system volumes.

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(a)	Equity investment, accordingly, KMP records earnings under the equity method of accounting. However, KMP sold its debt and equity investments in Express effective March 14, 2013.

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(a)

Three and nine month 2013 amounts include decreases in expense of (i) $15 million and $44 million, respectively, related to EP post-merger pension credits; (ii) $9 million and $24 million, respectively, elimination of intercompany rent expense included in KMP and EPB general and administrative expenses; (iii) $5 million for nine month 2013 for an overaccrual related to The Oil Insurance Limited exit premium; and (iv) $3 million for nine month 2013 related to grantor trust credit; partially offset by increases in expense of (i) $2 million and $6 million, respectively, related to the EP acquisition; and (ii) $10 million and $14 million, respectively, related to rent expense and lease exit cost on unoccupied space. Three and nine month 2012 amounts include $5 million net pre-tax benefit and $285 million pre-tax expense, respectively, associated with EP acquisition and EP Energy sale. Three month 2012 amount primarily consists of (i) $17 million benefit associated with pension income; (ii) $3 million in employee severance, retention and bonus costs; and (iii) $6 million of legal fees and litigation reserves. Nine month 2012 amount primarily consists of (i) $58 million in employee severance, retention and bonus costs; (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under

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(b)

The NGPL Holdco LLC fixed fee revenues of $9 million and $8 million, respectively, for the three months ended September 30, 2013 and 2012, and of $27 million and $26 million for the nine months ended September 30, 2013 and 2012, have been included in the “Product sales and other” caption in our accompanying consolidated statements of income with the offsetting expenses primarily included in the “General and administrative” expense caption in our accompanying consolidated statements of income.

(c)

Three and nine month 2013 amounts include (i) increases in severance expense of $2 million and $7 million, respectively, associated with the asset drop-down groups and allocated to KMP from us (however, KMP does not have any obligation, nor did it pay any amounts related to this expense); and (ii) increases in expense of $1 million and $33 million, respectively, associated with unallocated legal expenses and certain asset and business acquisition costs. Nine month 2013 amount also includes a $9 million increase in expense attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates. Three and nine month 2012 amounts include (i) increases in expense of $28 million and $101 million (including $67 million of EP acquisition expenses for employee severance, retention and bonus costs), respectively, attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates; (ii) a $3 million increase in severance expense associated with the asset drop-down groups and allocated to KMP from us (however, KMP does not have any obligation, nor did it pay any amounts related to this expense); and (iii) a $2 million increase in expense associated with certain asset and business acquisition costs. Nine month 2012 amount also includes a $1 million increase in unallocated severance expense associated with certain Terminal operations.

(d)	Three and nine month 2013 amounts includes expenses and transactions for the periods after the May 25, 2012 EP acquisition date. Nine month 2013 and, three and nine month 2012 amounts include $1 million, $3 million and $32 million, respectively, in severance allocated to EPB from us; however, EPB does not have any obligation, nor did it pay any amounts related to this expense.

(e)

Three and nine month 2013 amounts include (i) $2 and $20 million, respectively, of amortization of capitalized financing fees which are associated with KMI’s remaining debt issued to finance the cash portion of the EP acquisition purchase price; and (ii) $3 million and $10 million, respectively, of interest on margin for marketing contracts. Three and nine month 2012 amounts include $95 million and $104 million, respectively, of capitalized financing fees, almost all of which was associated with the EP acquisition financing, that was written-off (primarily due to debt repayment) or amortized.

(f)

Three and nine month 2013 amounts include decreases in interest expense of $1 million and $3 million, respectively, associated with debt fair value adjustments recorded in purchase accounting for KMP’s Copano acquisition. Nine month 2013 amount and three and nine month 2012 amounts include increases in interest expense of $15 million, $26 million, and $45 million, respectively, all attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates. Three and nine month 2012 amounts also include a $1 million increase in expense attributable to incremental fees related to KMP’s prior short-term bridge loan credit facility.

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(a)	Nine month 2013 amount, 2013 remaining amount, and Total 2013 amount include $23 million, $15 million, and $38 million, respectively, for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures.

(b)

Nine month 2013 amount (i) includes discretionary capital expenditures of unconsolidated joint ventures and acquisitions, which amounted to $493 million; (ii) includes $239 million of a net increase in accrued capital expenditures; and (iii) excludes $104 million primarily related to contributions from KMP’s non-controlling interests to fund a portion of certain capital projects. Amounts include capital expenditures of Copano, its subsidiaries and unconsolidated joint ventures, after KMP’s May 1, 2013 acquisition date, but exclude the Copano acquisition.

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a $1 billion increase in cash from overall higher net income after adjusting our period-to-period $2 billion increase in net income for non-cash items primarily consisting of higher net gains from both the sale and the remeasurement of net assets to fair value; the first nine months 2013 gain on the sale of KMP’s investments in the Express Pipeline System; deferred income taxes; depreciation, depletion and amortization; and an increase in expenses associated with adjustments to transportation rate case liabilities and legal liabilities; and

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a $205 million decrease associated with net changes in working capital items and non-current assets and liabilities, primarily driven by a decrease in cash due to unfavorable changes in accounts payables and current liabilities, including, among many other things, lower short-term net dock premiums and toll collections received from KMP’s Trans Mountain pipeline system customers, and lower collections on natural gas transportation and exchange imbalance payable. These decreases were partially offset by an increase in cash due to changes in the collection and payment of trade and related party receivables and rate case payments.

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▪	a $4,750 million increase from the acquisitions of assets and investments from unrelated parties primarily driven by the $4,970 million net outlay of cash in 2012 for the EP acquisition;

▪	a combined $490 million increase from the proceeds received in the first nine months of 2013 from both KMP’s sale of the investments in the Express pipeline system (as discussed in Note 2 “Acquisitions and Divestiture—Express Pipeline System” to our consolidated financial statements included elsewhere in this report) and our sale of BBPP Holdings Ltda; and

▪	an $871 million decrease in cash due to higher capital expenditures, as described above in “—Capital Expenditures.”

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a $4,369 million net decrease in cash from overall debt financing activities primarily due to (i) $5,288 billion decrease due to the EP acquisition debt issued in the second quarter of 2012; (ii) a $1,475 million increase resulting from the $1,186 million of repayments made on the acquisition debt in 2013 primarily funded by the cash portion of the drop-down transactions, compared to $2,661 million of repayments made on the EP acquisition debt in 2012. Further information regarding the acquisition debt and EPNG and Midstream drop-down transaction is discussed in Note 2 “Acquisitions and Divestiture—Drop-Down of EP Assets to KMP” and Note 3 “Debt,” respectively, to our consolidated financial statements included elsewhere in this report; and (iii) a $550 million net decrease in cash from our and our subsidiaries other debt repayments and debt issuances, as summarized below.

▪	a $386 million decrease in cash due to higher dividend payments;

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a $367 million decrease in cash associated with distributions to non-controlling interests, primarily reflecting the increased distributions to common unit owners by KMP and EPB. Further information regarding KMP and EPB’s distributions are included in Note 4 “Stockholders’ Equity—Noncontrolling Interests—Distributions” in our consolidated financial statements included elsewhere in this report; and

▪	a $327 million decrease in cash due to higher repurchase of warrants.

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(a)

On October 16, 2013, we announced that our board of directors had approved a separate share and warrant repurchase program authorizing us to repurchase in the aggregate up to $250 million of additional shares or warrants. This $250 million program is in addition to the previously announced repurchase programs, including our board authorized $350 million share and warrant repurchase program that was announced on July 17, 2013.

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