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•	the availability of drop-down assets and the terms and timing of sales from us to KMP and EPB;

•	the timing and extent of changes in price trends and overall demand for NGL, refined petroleum products, oil, CO2, natural gas, electricity, coal, steel and other bulk materials and chemicals and certain agricultural products in North America;

•	economic activity, weather, alternative energy sources, conservation and technological advances that may affect price trends and demand;

•	changes in our tariff rates required by the FERC, the CPUC, Canada’s NEB or another regulatory agency;

•	our ability to acquire new businesses and assets and integrate those operations into our existing operations, and make cost-saving changes in operations, particularly if we undertake multiple acquisitions in a relatively short period of time, as well as our ability to expand our facilities;

•	our ability to safely operate and maintain our existing assets and to access or construct new pipeline, gas processing and NGL fractionation capacity;

•	our ability to attract and retain key management and operations personnel;

•	difficulties or delays experienced by railroads, barges, trucks, ships or pipelines in delivering products to or from our terminals or pipelines;

•	shut-downs or cutbacks at major refineries, petrochemical or chemical plants, natural gas processing plants, ports, utilities, military bases or other businesses that use our services or provide services or products to us;

•	changes in crude oil and natural gas production (and the NGL content of natural gas production) from exploration and production areas that we serve, such as the Permian Basin area of West Texas, the shale plays in Oklahoma, Ohio, Pennsylvania and Texas, and the U.S. Rocky Mountains and the Alberta, Canada oil sands;

•	changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and governmental bodies that may adversely affect our business or our ability to compete;

•	interruptions of electric power supply to our facilities due to natural disasters, power shortages, strikes, riots, terrorism (including cyber attacks), war or other causes;

•	the uncertainty inherent in estimating future oil, natural gas, and CO2 production or reserves that we may experience;

•	the ability to complete expansion projects and construction of our vessels on time and on budget;

•	the timing and success of our business development efforts, including our ability to renew long-term customer contracts;

•	changes in accounting pronouncements that impact the measurement of our results of operations, the timing of when such measurements are to be made and recorded, and the disclosures surrounding these activities;

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•	changes in tax law, particularly as it relates to partnerships or other pass-through” entities;

•	our ability to offer and sell debt securities, and KMP’s and EPB’s ability to offer and sell equity securities and debt securities or obtain debt financing in sufficient amounts and on acceptable terms to implement that portion of our business plan that contemplates growth through acquisitions of operating businesses and assets and expansions of our facilities;

•	our indebtedness, which could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds, place us at a competitive disadvantage compared to our competitors that have less debt, or have other adverse consequences;

•	our ability to obtain insurance coverage without significant levels of self-retention of risk;

•	acts of nature, sabotage, terrorism (including cyber attacks) or other similar acts or accidents causing damage to our properties greater than our insurance coverage limits;

•	possible changes in our and our subsidiaries credit ratings;

•	capital and credit markets conditions, inflation and fluctuations in interest rates;

•	the political and economic stability of the oil producing nations of the world;

•	national, international, regional and local economic, competitive and regulatory conditions and developments;

•	our ability to achieve cost savings and revenue growth;

•	foreign exchange fluctuations;

•	the extent of KMP’s success in developing and producing CO2 and oil and gas reserves, including the risks inherent in development drilling, well completion and other development activities;

•	engineering and mechanical or technological difficulties that KMP may experience with operational equipment, in well completions and workovers, and in drilling new wells; and

•	unfavorable results of litigation and the outcome of contingencies referred to in Note 16 “Litigation, Environmental and Other” to our consolidated financial statements.

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On March 1, 2013, KMP acquired from us both the remaining 50% ownership interest KMP did not already own in EPNG and the remaining 50% ownership interest it did not already own in the EP midstream assets for an aggregate consideration of approximately $1.7 billion, consisting of cash paid, common units issued and debt assumed. In this report, we refer to this acquisition of assets from us as the March 2013 drop-down transaction; the combined group of assets acquired from us effective March 1, 2013 as the March 2013 drop-down asset group; and the EP midstream assets or Kinder Morgan Altamont LLC (formerly, El Paso Midstream Investment Company, L.L.C.) as the midstream assets. KMP acquired its initial 50% ownership interest in the midstream assets effective June 1, 2012 from an investment vehicle affiliated with KKR for consideration of $289 million in common units.

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On May 1, 2013, KMP closed its previously announced acquisition of Copano. KMP acquired all of Copano’s outstanding units for a total purchase price of approximately $5.2 billion (including assumed debt and all other assumed liabilities). The transaction was a 100% unit for unit transaction with an exchange ratio of 0.4563 of KMP’s common units for each Copano common unit. KMP issued 43,371,210 of its common units valued at approximately $3.7 billion as consideration for the Copano acquisition (based on the $86.08 closing market price of a common unit on the NYSE on the May 1, 2013 issuance date). In association with KMP’s Copano acquisition, we, as general partner of KMP, waived $75 million of incremental incentive distributions for 2013, and intend to forgo incentive distributions of $120 million for 2014, $120 million for 2015, $110 million for 2016 and annual amounts thereafter decreasing by $5 million per year from this level.

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In April 2013, KMP completed construction and began transportation service on a newly expanded segment of its DeWitt/Karnes (DK) natural gas pipeline system. The DK pipeline system runs through DeWitt County and Karnes County, Texas, and in 2012, Copano initiated an approximately $120 million expansion project to extend the 24-inch diameter pipeline approximately 65 miles southwest into McMullen County, Texas. The expansion was based on a fee-based agreement with a single customer whereby KMP provides midstream gathering and handling services in exchange for committed production volumes;

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In April 2013, KMP commissioned the first of two 400 MMcf/d cryogenic unit expansions at its Houston Central processing plant located in Colorado County, Texas. KMP expects to complete the second expansion in mid-2014, and when completed, total processing capacity at the Houston Central plant will be approximately 1.5 Bcf/d. The current estimate of total project construction costs including expansion of the pipeline capacity upstream of the plant is approximately $250 million;

•	TGP continues to move forward on its approximately $83 million Rose Lake expansion project in northeastern Pennsylvania. The project will provide long-term firm transportation service for two shippers that have fully subscribed 230 MDth/d of firm capacity. Subject to regulatory approvals, a November 1, 2014, in-service date is anticipated;

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On July 2, 2013, KMP’s wholly-owned subsidiary Sierrita Gas Pipeline LLC entered into a Subscription Agreement with KMP, MGI Enterprises U.S. LLC (an affiliate of PEMEX) and MIT Pipeline Investment Americas, Inc. (an affiliate of Mitsui), whereby MGI and MIT acquired equity interests of 35% and 30%, respectively, in Sierrita in exchange for capital contributions. Each member of Sierrita, including KMP, contributed approximately $5 million, determined based on the anticipated cash requirement of Sierrita through the end of September 2013. Following the execution of a First Amended and Restated LLC Agreement, KMP now operates and owns a 35% equity interest in Sierrita Gas Pipeline LLC, and the investment is accounted for under the equity method of accounting.

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On September 1, 2013, TGP sold certain natural gas facilities located offshore in the Gulf of Mexico and onshore in the state of Louisiana to Kinetica Partners LLC for an aggregate consideration of $32 million in cash. TGP’s investment in the net assets sold in this transaction totaled $89 million, and as a result of the sale, TGP recognized both a $93 million increase in regulated assets and a $36 million gain from the sale of assets in 2013;

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Field survey work continues for TGP’s fully subscribed approximately $77 million Connecticut expansion project. The project will provide 72 MDth/d of additional long-term natural gas capacity to two local distribution customers. The project includes constructing approximately 13-miles of new pipeline loops along the TGP system in Connecticut, New York and Massachusetts, and acquiring an existing pipeline lateral from another operator. Pending regulatory approvals, the expansion project is expected to be operational on November 1, 2016;

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The proposed Cameron LNG liquefaction facility at Hackberry, Louisiana, in which we do not own an interest, received Department of Energy conditional approval for non-Free Trade Agreement export on February 11, 2014, and TGP continues to advance plans to transport 900 MDth/d of natural gas to the future facility under long-term agreements. Following a binding open season in the summer of 2013, TGP awarded 300 MDth/d of capacity to a subsidiary of MMGS Inc. (Mitsui) for a 20-year agreement to transport natural gas earmarked for the liquefaction facility, which is slated to begin LNG exports in the second half of 2017. Earlier in 2013, TGP announced a binding, 20-year agreement with anchor shipper Mitsubishi Corporation to ship 600 MDth/d of natural gas for the proposed project. Future shipments by TGP are part of its approximately $138 million Southwest Louisiana Supply Project;

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On November 1, 2013, TGP completed and placed into service its previously announced $504 million Northeast Upgrade project. The project expanded TGP’s pipeline facilities in Pennsylvania and New Jersey and provides for additional takeaway capacity from the Marcellus shale gas formation. The fully-subscribed project increased system capacity on TGP’s 300 Line system by approximately 636 MDth/d through five segment loops and system upgrades at four existing compressor stations and one meter upgrade in New Jersey;

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On November 1, 2013, TGP completed and placed into service its previously announced $54 million Marcellus Pooling project. The fully subscribed project provides approximately 240 MDth/d of additional firm transportation capacity from the Marcellus shale gas formation. The expansion included approximately eight miles of 30-inch diameter pipeline looping, system modifications and upgrades to allow bi-directional flow at four existing compressor stations in Pennsylvania;

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TGP completed a successful binding open season in December for incremental, north-to-south natural gas transportation capacity on the TGP system totaling 500 MDth/d, which was awarded to five different shippers. The awarded capacity will provide firm transportation service for Marcellus and Utica production from receipt points as far north as Mercer, Pennsylvania, for delivery to multiple delivery points on the Gulf Coast. TGP will invest approximately $156 million in this Utica Backhaul project. Capacity bids exceeded the capacity offered, and TGP is exploring further capacity expansions for its customers;

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TGP signed a binding, 15-year firm transportation agreement with Seneca Resources Corporation to ship 158 MDth/d of natural gas to eastern Canadian markets on the Niagara Expansion Project. Subject to regulatory approvals, the approximately $26 million project is expected to begin service November 1, 2015. Seneca will be the foundation shipper for TGP’s Niagara Expansion Project, designed to provide transportation from the Marcellus Shale in Pennsylvania to TGP’s interconnect with TransCanada Pipeline in Niagara County, New York, to serve growing markets for U.S. gas in eastern Canada; and

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KMP is investing approximately $126 million for additional compression and pipeline system modifications to expand the Kinder Morgan Texas and Mier-Monterrey pipelines.  The project is supported by three customers in Mexico that entered into long-term firm transportation contracts for more than 200 MMcf/d of capacity, which will be phased in from 2014 through 2016.  A fourth customer has also contracted for 150 MMcf/d of the project’s capacity on an interim basis for use prior to the effective date of the contracts with the other customers, accelerating the timing of the expansion for a projected initial in-service date of September 1, 2014.

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EPB announced in December that Shell US Gas & Power gave notice to EPB’s Elba Liquefaction Company joint venture to move forward on Phase II of the jointly owned natural gas liquefaction project at Elba Island LNG terminal near Savannah, Ga. EPB’s SLC unit owns 51% of the Elba Liquefaction Company joint venture. The additional capacity will range from 70 MMcf/d (0.5 million tonnes per year) up to 140 MMcf/d (1.0 million tonnes per year), with EPB’s share of estimated capital expenditure for Phase II at the maximum volume of 140 MMcf/d of approximately $224 million. At full development, the Elba liquefaction project is expected to have total capacity of approximately 350 MMcf/d of natural gas (2.5 million tonnes per year of LNG) at a cost of approximately $1.5 billion. Subject to regulatory approvals, Phase I is anticipated to be in service in late 2016 or early 2017 and Phase II is expected to be in service in 2017-2018.

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SNG and Elba Express will invest approximately $279 million to expand its systems following successful open seasons held in August 2013 for incremental, long-term natural gas transportation service. The open seasons generated customer interest in incremental capacity of greater than 700,000 Dth/d that will support southeastern U.S. infrastructure growth and the needs of customers in Georgia, South Carolina and northern Florida. EEC customers have expressed interest that could add incremental capacity of approximately 300,000 Dth/d to the project, which, if constructed, would bring the total capacity of the expansions to approximately 1 Bcf/d. EEC expects an in-service date as early as June 2016 pending regulatory approvals.

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SNG placed its Rose Hill Project into service on schedule in November, which involved facility modifications to benefit both SNG and TGP, a subsidiary of KMP. The approximately $25 million SNG portion of the project allows SNG customers to shift about 450,000 Dth/d to different receipt locations including an interconnection between SNG and TGP. The approximately $9 million TGP portion of the project improved the delivery capabilities from TGP to SNG.

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Construction continues on the WYCO High Plains Expansion Project, a joint venture between CIG and Xcel Energy. The project began partial service in November of 2013, and the approximately $22 million project (EPB’s share is $11 million) is expected to be completed in the spring of this year. CIG is constructing approximately 8 miles of pipeline and making other modifications to provide additional takeaway capacity from the Denver-Julesburg Basin and link this prolific basin with CIG’s High Plains pipeline system. The project is supported by two shippers who signed long-term contracts for an initial 250,000 Dth/d.

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On June 1, 2013, KMP acquired certain oil and gas properties, rights, and related assets in the Permian Basin of West Texas from Legado Resources LLC for approximately $285 million (before working capital adjustments and excluding assumed liabilities). The acquisition of the Goldsmith Landreth San Andres oil field unit includes more than 6,000 acres located in Ector County, Texas. The acquired oil field is in the early stages of CO2 flood development and includes a residual oil zone along with a classic San Andres waterflood. The field currently produces approximately 1,230 Bbl/d of oil, and as part of the transaction, KMP obtained a long-term supply contract (now held by one of its wholly-owned subsidiaries) for up to 150 MMcf/d of CO2;

•	Construction continues on KMP’s approximately $214 million Yellow Jacket Central Facility expansion at the McElmo Dome CO2 source field in southwest Colorado. The first of four planned expansion projects is expected to be operational by November 2014. These expansions will increase CO2 production from 1.1 Bcf/d to 1.23 Bcf/d;

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In September 2013, KMP completed the parallel (primary) compression portion of its previously announced $255 million investment to expand the CO2 capacity of its approximately 87%-owned Doe Canyon Deep unit in southwestern Colorado. Doe Canyon is now producing about 200 MMcf/d of CO2, substantially higher than the initial projection of 170 MMcf/d. Construction was completed and the booster compression was available for service in mid-December 2013. Additional well drilling and completions in the field have allowed continued production without operation of the booster compression. Booster compression operation is expected to begin in late 2015. Final work continues on pipeline insulation, painting, and final cleanup and is expected to be complete in early April of 2014. KMP plans to drill approximately 18 more wells during the next ten years, with four expected to be drilled in 2014; and

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Work continues on the expansion of KMP’s Wink Pipeline System, which transports crude oil from the company’s West Texas oil fields to Western Refining Company’s facility in El Paso, Texas. KMP is in the process of increasing Wink’s capacity from 132 MBbl/d to 145 MBbl/d to meet expected higher future throughput requirements at Western’s refinery. KMP anticipates that the new facilities will be online in the first quarter of 2014.

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On September 3, 2013, KMP and Valero Energy Corporation completed construction and placed into service the previously announced Parkway Pipeline, a new 141-mile, 16-inch diameter pipeline that transports refined petroleum products from refineries located in Norco, Louisiana, to Plantation Pipe Line Company’s (KMP’s approximately 51%-owned equity investee) petroleum transportation hub located in Collins, Mississippi. KMP will operate and own a 50% equity interest in the Parkway Pipeline LLC, which has an initial capacity of 110 MBbl/d, with the ability to

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Construction continues on the approximately $360 million petroleum condensate processing facility located near KMP’s Galena Park terminal on the Houston Ship Channel. Supported by a long-term, fee-based agreement with BP North America for substantially all 100 MBbl/d of throughput capacity at the facility, the project includes building two separate units to split condensate into its various components and the construction of storage tanks for the almost 2 MMBbl of product that will be split at the facility. The first phase of the splitter is scheduled to be commissioned in June 2014 and the second phase is expected to come online in the second quarter of 2015;

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KMP continues to make progress on pipeline modifications for its approximately $310 million Cochin Reversal project to move light condensate from Kankakee County, Illinois, to existing terminal facilities near Fort Saskatchewan, Alberta. Construction also is underway on the 1 MMBbl storage capacity Kankakee tank farm and associated pipeline facilities where Cochin will interconnect with the Explorer Pipeline and the Enterprise TEPPCO Pipeline. The project remains on schedule for a late June 2014 in-service date;

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Tank and pipeline construction continues on KMP’s approximately $109 million expansion of its KMCC pipeline to ConocoPhillips’ central delivery facility in Karnes County, Texas. The project, supported by a long-term contract with ConocoPhillips, will extend the 178-mile pipeline 31 miles west from the company’s DeWitt Station (west of Cuero, Texas) to ConocoPhillips’ central delivery facility in Helena, Texas. KMP expects to complete the project in the third quarter of 2014;

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In January 2014, KMP completed and placed into service its approximately $101 million, 27-mile Sweeny Lateral pipeline, which transports Eagle Ford crude and condensate from its KMCC pipeline to Phillips 66’s Sweeny Refinery in Brazoria County, Texas. The two 120,000-barrel storage tanks and seven truck offloading racks at KMP’s DeWitt County station are also complete and in service, and the new pumps and two 120,000-barrel storage tanks at KMP’s Wharton County pump station will be completed February, 2014;

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KMP has entered into an agreement with a large Eagle Ford Shale producer to extend the KMCC pipeline farther into the Eagle Ford Shale in South Texas. KMP will invest approximately $74 million to build an 18-mile lateral pipeline northwest from its DeWitt Station to a new facility in Gonzales County, where it will construct 300 MBbl of storage, a pipeline pump station and truck offloading facilities. The lateral will have a capacity of 300 MBbl/d and will enable KMP to batch Eagle Ford Gathering LLC crude oil and condensate from the new Gonzales Station via KMCC to its delivery points on the Houston Ship Channel and the soon to be in service Sweeny Lateral pipeline serving the Phillips 66 Sweeny Refinery in Brazoria County, Texas. Construction on the pipeline will start later this month and the project is expected to be completed in the first quarter of 2015;

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In December 2013, KMP and NOVA Chemicals Corporation announced a letter of intent to develop a new products pipeline from the Utica Shale. Under the agreement, KMP’s Cochin pipeline will construct, own and operate a 210-mile pipeline from multiple fractionation facilities in Harrison County, Ohio, to KMP’s Cochin pipeline near Riga, Michigan, where the company will then move product via Cochin east to Windsor, Ontario, Canada. The proposed approximately $300 million KMP Utica To Ontario Pipeline Access (UTOPIA) would transport previously refined or fractionated NGL, including ethane and propane. UTOPIA is expected to have an initial 50 MBbl/d of capacity, which is expandable to more than 75 MBbl/d, and anticipates a mid-year 2017 in-service date, pending NOVA’s execution of a definitive agreement during the binding open season (which is expected in 2014) and timely receipt of necessary permitting and regulatory approvals; and

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KMP and Targa Resources Partners signed a letter of intent in December 2013 to form a joint venture to construct new NGL fractionation facilities at Mont Belvieu, Texas, to provide services for producers in the Utica and Marcellus Shale resource plays in Ohio, West Virginia and Pennsylvania.  The obligations under the letter of intent are conditioned upon a successful open season and the construction of the Utica Marcellus Texas Pipeline (UMTP). UMTP is a proposed joint venture between MarkWest Utica EMG and KMP (also announced in the third quarter of 2013), of up to 150 MBbl/d expandable to 400 MBbl/d of maximum pipeline capacity over time. The new NGL fractionation facilities would be located adjacent to Targa’s existing fractionation facilities at Mont Belvieu and would provide fractionation services for customers of UMTP. To allow shippers time to assess their Gulf Coast fractionation and pipeline needs, the binding open season currently under way for the proposed Y-grade UMTP has been extended until February 28, 2014. UMTP would involve the abandonment and conversion of over 1,000 miles of our existing TGP system, currently in natural gas service, and building approximately 200 miles of new pipeline.

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KMP entered into a long term agreement in January 2014 with BP North America (BP) for pipeline transportation of Eagle Ford condensate to the Houston Ship Channel.  The $28 million project includes construction of tankage and truck rack receipt facilities at the KMCC Helena Station in Karnes County, Texas and is scheduled to be operational in the first quarter of 2015.  This new origin facility will provide additional supply for the 100 MBbl/d condensate processing facility subscribed to by BP and currently under construction by KMCC in Galena Park, Texas.

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In December 2013, KMP and its Double Eagle joint venture signed a long term agreement with Anadarko for firm transportation service of Eagle Ford condensate to the Houston Ship Channel.  Improvements include construction of tanks and a pump station near Gardendale in LaSalle County, Texas and a new ten mile pipeline joining the Double Eagle and KMCC pipeline systems at Helena Station in Karnes County, Texas.  KMP’s share of the total project cost is approximately $45 million and the facilities are expected to be operational in early 2015.

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In August 2013, KMP completed and commissioned for service its previously announced petroleum coke terminal located at BP’s Whiting refinery in Hammond, Indiana. KMP expects that the terminal will handle approximately 2.2 million tons of petroleum coke per year for the next three years, and this volume is supported by a 20-year service contract with BP. KMP invested approximately $62 million for the construction of this facility, which includes nine conveyors, a 30,000-ton storage barn and a fleet of 190 railcars to move approximately 6,000 tons of petroleum coke per day;

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As of the date of this report, construction continues on the previously announced three phase export coal expansion project at KMP’s International Marine Terminals facility (IMT), a multi-product, import-export facility located in Myrtle Grove, Louisiana and owned 66 2/3% by KMP. In August 2013, KMP completed the project’s $83 million phase one, which added approximately 800,000 tons of ground storage to the facility. The remaining two phases entail adding a new continuous barge unloader, a new coal reclaim conveyor system and an additional five million tons of coal throughput capacity. KMP expects the entire project to be operational in the second quarter of 2014 and currently, its estimated share of the total expansion project at International Marine Terminals (including all phases) is approximately $150 million;

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Construction continues on KMP’s investment of $106 million to meet customer demand in the Houston Ship Channel with a new barge dock adjacent to KMP’s Pasadena terminal and nine new storage tanks (with total capacity of 1.2 MMBbl at its Galena Park terminal. The new barge dock is expected to help relieve current dock congestion on the Houston Ship Channel and will enable KMP to handle up to 50 barges per month. The tanks are expected to be placed in-service as they are completed beginning in the third quarter of 2014 and ending in the first quarter of 2015. The barge dock is slated for a fourth quarter 2015 completion;

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KMP’s 185-acre Battleground Oil Specialty Terminal Company LLC project located on the Houston Ship Channel is continuing to progress toward completion. Thirty-one of the 51 storage tanks built during phase one construction have been placed in service and the remaining tanks will come online during the first half of 2014. A two-berth ship dock and 12 barge berths were also placed in service in October, 2013. Phase two construction also continues and involves building an additional 0.9 MMBbl of storage capacity. BOSTCO expects phase two to begin service in the third quarter of 2014. The approximately $500 million BOSTCO terminal is fully subscribed for a total capacity of 7.1 MMBbl and is able to handle ultra-low sulfur diesel, residual fuels and other black oil terminal services. KMP owns 55% of and operates BOSTCO;

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KMP is preparing a 42-acre site along the Houston Ship Channel for construction of a new ship dock to handle ocean going vessels and 1.5 MMBbl of liquids storage tanks. The approximately $172 million project is supported by a long-term contract with a major ship channel refiner to construct the tanks and connect KMP’s Galena Park terminal to the refiner’s location. Construction is scheduled to begin in the second quarter of 2014 and the project is expected to be in service in the first quarter of 2016;

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Construction continues at KMP’s Edmonton Terminal expansion in Alberta, Canada. By the end of February 2014, nine tanks with a capacity of 3.4 MMBbl will be in service and phase one will be complete. Construction also continues on phase two, which will add an incremental 1.2 MMBbl storage capacity and is expected to be completed in late 2014. The approximately $419 million project is supported by long-term contracts with major producers and refiners;

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In December 2013, KMP announced a joint venture with Imperial Oil to build the Edmonton Rail Terminal, a crude oil loading facility, near its Edmonton storage terminal on land adjacent to Imperial’s Strathcona Refinery. Construction is underway on the Edmonton Rail Terminal, which will be capable of loading one to three unit trains per day totaling 100 MBbl/d at startup, with the potential to expand up to 250 MBbl/d. The new rail terminal will be connected via pipeline to the Trans Mountain terminal and will be capable of sourcing crude oil handled by KMP for delivery by rail to North American markets and refineries. The rail will be constructed and operated by KMP and will connect to both Canadian National and Canadian Pacific mainlines. The joint venture is investing approximately $175 million in the project, and KMP will invest an additional approximately $100 million in pipeline connections and new staging tanks. The facility is expected to be in service at the end of 2014; and

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On January 17, 2014, KMP acquired American Petroleum Tankers (APT) and State Class Tankers (SCT) from affiliates of The Blackstone Group and Cerberus Capital Management for an aggregate consideration of approximately $962 million in cash. APT and SCT are engaged in the marine transportation of crude oil, condensate and refined products in the U.S. domestic trade, commonly referred to as the Jones Act trade. KMP expects that the transaction will be immediately accretive to cash available to its unitholders.

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On March 14, 2013, KMP closed the previously announced sale of both its one-third equity ownership interest in the Express pipeline system and its subordinated debenture investment in Express to Spectra Energy Corp. For the divestiture of its investments, KMP received net cash proceeds of $402 million (after settlements of both final working capital balances and transaction related selling costs), and it recorded both a pre-tax gain amount of $224 million and an associated increase in income tax expense of $84 million; and

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Trans Mountain Pipeline filed a Facilities Application with Canada’s NEB in December 2013 requesting authorization to build and operate the necessary facilities for the proposed $5.4 billion pipeline system expansion. With this filing, the proposed project will undergo a comprehensive public regulatory review. For the past 18 months, Kinder Morgan Canada has engaged and will continue to engage extensively with landowners, Aboriginal groups, communities and stakeholders along the proposed expansion route, and marine communities. The next step is for the NEB to establish a hearing schedule that corresponds to the federal government’s legislated 15-month review and decision time frame. Thirteen companies in the Canadian producing, refining and oil export business have signed firm contracts representing a total volume commitment of approximately 708 MBbl/d. Kinder Morgan Canada received approval of the commercial terms related to the expansion from the NEB in May of 2013. The proposed expansion will increase capacity on Trans Mountain from approximately 300 MBbl/d to 890 MBbl/d. If approvals are received as planned, the expansion is expected to be operational at the end of 2017.

•	On January 18, 2013, we completed the sale of our equity interests in the Bolivia to Brazil Pipeline that we had acquired as part of the EP acquisition for $88 million. See Note 3 “Acquisitions and Divestitures” to our consolidated financial statements.

•	For information about our 2013 debt offerings and retirements, see Note 8 “Debt” to our consolidated financial statements. For information about our 2013 equity offerings, see Note 10 “Stockholders’ Equity-Non-Controlling Interests-Contributions” to our consolidated financial statements.

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As previously announced, KMP anticipates that for the year 2014, (i) it will declare total annual cash distributions of $5.58 per unit, a 5% increase over its cash distributions of $5.33 per unit for 2013; (ii) its business segments will generate approximately $6.4 billion in EBDA , including amortization of excess cost of equity investments and its proportionate share of all DD&A of its unconsolidated joint ventures accounted for under the equity-method of accounting; (iii) it will distribute over $2.5 billion to its limited partners; (iv) it will produce excess cash flow of approximately $15 million above its cash distribution target of $5.58 per unit; and (v) it will invest approximately $3.6

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EPB expects to declare total cash distribution of $2.60 per unit for 2014, an approximate 2% increase over the $2.55 per unit distributions for 2013. EPB’s 2014 budget includes the expected purchase (drop-down transaction) from us of a 50% interest in Ruby Pipeline Holding Company, L.L.C., a 50% interest in Gulf LNG Holdings Group, LLC and a 47.5% interest in Young Gas Storage Company, LTD. The positive impact from the expected drop-down transaction at attractive multiples will be largely offset by the impacts of the SNG and WIC rate case settlements and expected lower rates on contract renewals on the WIC system. In 2014, EPB expects its regulated pipeline and storage assets, along with its LNG business, to generate earnings before DD&A of approximately $1.3 billion (adding back EPB’s share of joint venture DD&A), an increase of almost $90 million compared to 2013. EPB also has approximately $1.3 billion of expansion projects under contract with customers, which will benefit its unitholders in 2016 and beyond. Generally, EPB’s base cash flows (that is, cash flows not attributable to acquisitions or expansions) are relatively stable from year to year and are largely supported by reservation charges under firm transportation and storage contracts.

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KMI expects to declare dividends of $1.72 per share for 2014, an 8% increase over its 2013 declared dividend of $1.60 per share. Growth in 2014 cash dividends is expected to be driven by continued strong performance at KMP and contributions from EPB. The growth at KMI from KMP and EPB cash distributions will be partially offset by the loss of income from the 2013 and expected 2014 sales (drop-down) of certain assets to EPB, as described above.

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•	focus on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of growing markets within North America;

•	increase utilization of our existing assets while controlling costs, operating safely, and employing environmentally sound operating practices;

•	leverage economies of scale from incremental acquisitions and expansions of assets that fit within our strategy and are accretive to cash flow; and

•	maximize the benefits of our financial structure to create and return value to our stockholders.

•	Natural Gas Pipelines—for all periods presented in our financial statements this segment consists of approximately 68,000 miles of natural gas transmission pipelines and gathering lines, plus natural gas storage, treating and processing facilities, through which natural gas is gathered, transported, stored, treated, processed and sold and other equity interests.

•	CO2—KMP—which produces, markets and transports, through approximately 1,500 miles of pipelines, CO2 to oil fields that use CO2 to increase production of oil; owns interests in and/or operate four primary oil fields in West Texas; and owns and operates a 450-mile crude oil pipeline system in West Texas;

•

Products Pipelines—KMP—which consists of approximately 9,000 miles of refined petroleum products and crude oil and condensate pipelines that deliver refined petroleum products (gasoline, diesel fuel and jet fuel), NGL, crude oil, condensate and bio-fuels to various markets; plus approximately 62 associated product terminals and petroleum pipeline transmix processing facilities serving customers across the U.S.;

•	Terminals—KMP—which consists of approximately 122 owned or operated liquids and bulk terminal facilities and approximately 10 rail transloading and materials handling facilities located throughout the U.S. and portions of Canada, which together transload, store and deliver a wide variety of bulk, petroleum, petrochemical and other liquids products for customers across the U.S. and Canada

•	Kinder Morgan Canada—KMP—which transports crude oil and refined petroleum products through approximately 800 miles of pipelines from Alberta, Canada to marketing terminals and refineries in British Columbia and the state of Washington; plus five associated product terminal facilities; and

•	Other—which 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. This segment also included an interest in the Bolivia to Brazil Pipeline, which we sold for $88 million on January 18, 2013.

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(a)	Includes active wells and wells temporarily shut-in.  As of December 31, 2013, KMP did not operate any productive wells with multiple completions.

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(b)	Consists of injection, water supply, disposal wells and service wells temporarily shut-in.  A disposal well is used for disposal of salt water into an underground formation and an injection well is a well drilled in a known oil field in order to inject liquids and/or gases that enhance recovery.

(c)	Consists of development wells in the process of being drilled as of December 31, 2013. A development well is a well drilled in an already discovered oil field.

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•	Order No. 436 (1985) which required open-access, nondiscriminatory transportation of natural gas;

•	Order No. 497 (1988) which set forth new standards and guidelines imposing certain constraints on the interaction between interstate natural gas pipelines and their marketing affiliates and imposing certain disclosure requirements regarding that interaction; and

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Order No. 636 (1992) which required interstate natural gas pipelines that perform open-access transportation under blanket certificates to “unbundle” or separate their traditional merchant sales services from their transportation and storage services and to provide comparable transportation and storage services with respect to all natural gas supplies. Natural gas pipelines must now separately state the applicable rates for each unbundled service they provide (i.e., for the natural gas commodity, transportation and storage).

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(a)	Dividend information is for dividends declared with respect to that quarter.  Generally, our declared dividends are paid after we receive quarterly distributions from KMP and EPB, which are paid within 45 days after the end of each quarter.

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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 and 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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(a)	Dividends for the fourth quarter of each year are declared and paid during the first quarter of the following year.

(b)	Excludes debt fair value adjustments.  Increases (decreases) to long-term debt for debt fair value adjustments for KMI and its subsidiaries (excluding KMP, EPB and their respective subsidiaries) totaled $771 million, $901 million, $40 million, $12 million and $(14) million as of December 31, 2013, 2012, 2011, 2010 and 2009, respectively.

(c)	Excludes debt fair value adjustments.  Increases to long-term debt for debt fair value adjustments totaled $1,214 million, $1,698 million, $1,055 million, $582 million and $308 million as of December 31, 2013, 2012, 2011, 2010 and 2009, respectively.

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

•	helping customers by providing safe and reliable energy, bulk commodity and liquids products transportation, storage and distribution; and

•	creating long-term value for our shareholders.

•	Natural Gas Pipelines—(i) the ownership and operation of major interstate and intrastate natural gas pipeline and storage systems; (ii) the ownership and/or operation of associated natural gas gathering systems and natural gas

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•	CO2-KMP—(i) the production, transportation and marketing of CO2, to oil fields that use CO2 to increase production of oil; (ii) ownership interests in and/or operation of oil fields and gas processing plants in West Texas; and (iii) the ownership and operation of a crude oil pipeline system in West Texas;

•	Products Pipelines-KMP— the ownership and operation of refined petroleum products and crude oil and condensate pipelines that deliver refined petroleum products (gasoline, diesel fuel and jet fuel), NGL, crude oil, condensate and bio-fuels to various markets, plus the ownership and/or operation of associated product terminals and petroleum pipeline transmix facilities;

•	Terminals-KMP—the ownership and/or operation of liquids and bulk terminal facilities and rail transloading and materials handling facilities located throughout the U.S. and portions of Canada;

•	Kinder Morgan Canada-KMP—the ownership and operation of the Trans Mountain pipeline system that transports crude oil and refined petroleum products from Edmonton, Alberta, Canada to marketing terminals and refineries in British Columbia, Canada and the state of Washington, plus the Jet Fuel aviation turbine fuel pipeline that serves the Vancouver (Canada) International Airport; 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)

Based on (i) KMP distributions of $5.33, $4.98 and $4.61 per common unit declared for the years ended December 31, 2013, 2012 and 2011, respectively; (ii) 381 million, 340 million and 319 million aggregate common units, Class B units and i-units (collectively KMP units) outstanding as of April 29, 2013, April 30, 2012 and April 29, 2011, respectively; (iii) 433 million, 347 million and 330 million KMP units outstanding as of July 31, 2013, July 31, 2012 and July 29, 2011, respectively; (iv) 438 million, 365 million and 333 million KMP units outstanding as of October 31, 2013, 2012 and 2011, respectively; (v) 444 million, 373 million and 336 million KMP units outstanding as of January 31, 2014, 2013 and 2012, respectively, and (vi) waived incentive distributions of $4 million, $26 million and $29 million for the years ended December 31, 2013, 2012 and 2011, 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 (vii) waived incentive distribution of $75 million for the year ended December 31, 2013, 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 amounts equal to (i) $120 million for 2014, $120 million for 2015, $110 million for 2016, and annual amounts thereafter decreasing by $5 million per year from the 2016 level related to the Copano acquisition and (ii) $13 million for 2014, $19 million for 2015 and $6 million for 2016 related to KMP’s APT and SCT acquisitions.

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

(c)	Assumes that we sold the KMR shares that we received as distributions for the years ended December 31, 2013, 2012 and 2011. We did not sell any KMR shares in 2013, 2012 or 2011. We intend periodically to sell the KMR shares we receive as distributions to generate cash.

(d)	Based on (i) EPB distributions of $2.55 and $1.74 per common unit declared for the year ended December 31, 2013 and the nine months ended December 31, 2012; (ii) 216 million common units outstanding as of April 29, 2013; (iii) 218 million and 208 million common

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(e)	Based on 90 million EPB units owned by us as of December 31, 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)	2013 and 2012 Cash taxes were calculated based on the income and expenses included in the table, deductions related to the income included, and use of net operating loss carryforwards of $300 million and $200 million, respectively.

(h)

Represents cash available from former EP assets that remain at KMI, including TGP, EPNG and El Paso midstream assets 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. Cash available includes our share (if applicable) of pre-tax earnings, plus DD&A, and less cash taxes and sustaining capital expenditures.

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

(j)	Represents interest associated with Kinder Morgan, Inc.’s (KMI) remaining debt issued to finance the cash portion of EP acquisition purchase price.

(k)

Excludes $310 million in after-tax expenses associated with the EP acquisition and EP Energy sale for the year ended December 31, 2012. This included (i) $101 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) $68 million write-off associated with the EP acquisition (primarily due to debt repayments) or amortization of capitalized financing fees; (v) $51 million for legal fees and reserves, net of recoveries; and (vi) $19 million benefit associated with pension income.

(l)	Includes weighted average common stock outstanding and (i) for 2013, approximately 6 million of unvested restricted stock awards issued to management employees that contain rights to dividends and (ii) for 2012, Class B shares, Class C shares and unvested restricted stock awards.

(a)	Consists of the corresponding line items in our consolidated statements of income.

(b)	2012 and 2011 amounts primarily represent income from KMP’s FTC Natural Gas Pipelines 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 as we were the holder of record as of July 31, 2012.

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(d)	2012 and 2011 amounts include $7 million and $24 million, respectively, associated with KMP’s FTC Natural Gas Pipelines disposal group.

(e)	2013 and 2012 amounts exclude $65 million and $200 million, respectively, non-cash impairment charges on our investment in NGPL Holdco LLC. 2012 and 2011 amounts include $70 million and $87 million, respectively, associated with KMP’s FTC Natural Gas Pipelines 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. 2013 amount includes (i) $558 million gain on remeasurement of previously held equity interest in Eagle Ford Gathering to fair value; (ii) $177 million for legal reserves related to the rate case and other litigation and environmental matters on KMP’s west coast Products Pipelines; and (iii) $140 million, net of tax, gain on the sale of Express. 2011 amount includes (i) $167 million non-cash loss on remeasurement of KMP’s previously held equity interest in KinderHawk to fair value; (ii) $234 million increase to KMP’s legal reserve attributable to rate case and other litigation involving KMP’s products pipelines on the West Coast and (iii) KMP’s portion ($87 million) of a $100 million special bonus expense for non-senior employees, which KMP is required to recognize in accordance with GAAP. However, KMP had no obligation, nor did it pay any amounts in respect to such bonuses. The cost of the $100 million special bonus to non-senior employees was not borne by our Class P shareholders. In May of 2011 we paid for the $100 million of special bonuses, which included the amounts allocated to KMP, using $64 million (after-tax) in available earnings and profits reserved for this purpose and not paid in dividends to our Class A shareholders.

(h)

2013 and 2012 amounts include NGPL Holdco LLC non-cash impairment charges discussed above in footnote (e). 2012 amount also represents pre-tax (income) expense associated with the EP acquisition and EP Energy sale including (i) $160 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) $108 million write-off (primarily due to repayments) or amortization of capitalized financing fees; (v) $68 million for legal fees and reserves, net of recoveries; and (vi) $29 million benefit associated with pension income.

(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 which maintain the capacity or throughput of an asset.

(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, and in the year ended 2011 KMP’s crude hedges.

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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. Allocable income tax expenses included in segment earnings for the years ended December 31, 2013, 2012 and 2011 were $133 million, $12 million and $20 million, respectively.

(b)	2013 amount includes an increase in earnings of $489 million, and 2012 and 2011 amounts include decreases in earnings of $285 million and $374 million, respectively, related to the combined effect from all of the 2013, 2012 and 2011 certain items impacting continuing operations and disclosed below in our management discussion and analysis of segment results.

(c)	2013 amount includes a decrease to expense of $4 million, and 2012 and 2011 amounts include increases in expense of $401 million and $127 million, respectively, related to the combined effect from all of the 2013, 2012 and 2011 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 $30 million and $107 million, respectively, related to the combined effect from all of the 2013 and 2012 certain items related to interest expense disclosed below in “-General and Administrative, Interest, and Noncontrolling Interests.”

(e)

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 $937 million loss from the remeasurement of net assets to fair value and the sale of KMP’s disposal group. 2011 amount includes a $10 million increase in expense from the write-off of a receivable for fuel under-collected prior to 2011. 2012 and 2011 amounts also include depreciation and amortization expenses of $7 million and $27 million, respectively.

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(a)	2013 amount includes a $16 million decrease related to derivative contracts used to hedge forecasted natural gas, NGL and crude oil sales.

(b)

2013, 2012 and 2011 amounts include a $490 million increase in earnings, a $202 million decrease in earnings and $168 million decrease in earnings, respectively, related to the combined effect from certain items. 2013 amount consists of (i) a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford to fair value; (ii) a $36 million gain from the sale of certain Gulf Coast offshore and onshore TGP supply facilities; (iii) a $16 million decrease in earnings related to derivative contracts, as described in footnote (a); (iv) a $4 million decrease in EBDA related to SNG’s certain items; and (v) a combined $1 million increase from other certain items. 2013 and 2012 amounts include $65 million and $200 million, respectively, non-cash equity investment impairment charges related to our 20% ownership interest in NGPL Holdco LLC. 2012 amount consists of a combined $11 million increase from other certain items. 2011 amount consists of a $167 million loss from the remeasurement of KMP’s previously held 50% equity interest in KinderHawk to fair value. Also, 2013, 2012 and 2011 amounts include decreases in earnings of $20 million, $13 million, and $1 million, respectively, related to assets sold, or adjusted, that had been revalued as part of the Going Private Transaction and recorded in the application of the purchase method of accounting.

(c)

Represents EBDA attributable to KMP’s FTC Natural Gas Pipelines disposal group.  2013 amount represents a loss from the sale of net assets. 2012 amount includes a combined loss of $937 million from the remeasurement of net assets to fair value and the sale of net assets. 2011 amount includes a $10 million increase in expense from the write-off of a receivable for fuel under-collected prior to 2011. 2012 and 2011 amounts also include revenues of $227 million and $322 million, respectively.

(d)

Includes pipeline volumes for TransColorado Gas Transmission Company LLC, Midcontinent Express Pipeline LLC, Kinder Morgan Louisiana Pipeline LLC, Fayetteville Express Pipeline LLC, 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. However these contributions to EBDA are included only for the periods subsequent to their acquisition.

(e)	Represents volumes for the Texas intrastate natural gas pipeline group .

(f)

Includes Copano operations, EP midstream assets operations, KinderHawk, Endeavor, Bighorn Gas Gathering L.L.C., Webb Duval Gatherers, Fort Union Gas Gathering L.L.C., EagleHawk, and Red Cedar Gathering Company throughput volumes. Joint venture throughput is reported at KMP’s ownership share. Volumes for acquired pipelines are included for all periods. However these contributions to EBDA are included only for the periods subsequent to their acquisition.

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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 our share of depreciation and amortization expenses less our share of sustaining capital expenditures (those capital expenditures which do not increase the capacity or throughput).

(b)	Primarily represents EBDA from NGPL HoldCo and the following EP assets and investments: Ruby Pipeline Holding Company, L.L.C. and Young Gas Storage Company, LTD.

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

•	incremental earnings of $1,064 million associated with full-year contributions from assets acquired from EP, including earnings from EPB, TGP, EPNG, EP midstream asset operations, Citrus and Gulf LNG Holdings Group, LLC;

•	incremental earnings of $233 million from the Copano operations, which KMP acquired effective May 1, 2013 (but excluding Copano’s 50% ownership interest in Eagle Ford, which is included below with the 50% ownership interest it previously owned);

•	incremental earnings of $56 million (166%) from KMP’s now wholly-owned Eagle Ford natural gas gathering operations, due primarily to the incremental 50% ownership interest it acquired as part of our acquisition of Copano effective May 1, 2013, and partly to higher natural gas gathering volumes from the Eagle Ford shale formation;

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a $16 million (5%) increase from our Texas intrastate natural gas pipeline group, due largely to higher transport margins (primarily related to higher transportation volumes from the Eagle Ford shale formation in south Texas) and lower pipeline maintenance expenses (due to both higher pipeline integrity maintenance and unexpected well repair expenses incurred in the last half of 2012), 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 NGL prices). The growth in revenues across both comparable years reflect higher natural gas sales revenues, driven by higher natural gas sales volumes in 2013 versus 2012. However, because the intrastate group both purchases and sells significant volumes of natural gas, and because the group generally sells natural gas in the same price environment in which it is purchased, the increases in its natural gas sales revenues were largely offset by corresponding increases in its natural gas purchase costs;

•	incremental earnings of $13 million (8%) increase from KinderHawk Field Services, driven by increased CO2 treating fees, increased gathering rates and increased minimum volume commitments, partly offset by lower throughput volumes; and

•	a $26 million (32%) decrease from KMP’s natural gas treating operations, primarily due to lower sales volumes and margins from treating equipment manufacturing.

(a)	Primarily represents EBDA and revenues from the following EP assets and investments: Citrus, Gulf LNG Holdings Group, LLC, Ruby Pipeline Holding Company, L.L.C., Bear Creek Storage and Young Gas Storage Company, LTD.

(b)	For these equity investment we record earnings under the equity method of accounting, but we receive distributions in amounts essentially equal to equity earnings plus our share of depreciation and amortization expenses less our share of sustaining capital expenditures.

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

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•	incremental earnings of $1,524 million from assets acquired on May 25, 2012 from EP, including earnings from EPB, EPNG and TGP;

•	incremental earnings of $58 million from KMP’s wholly-owned KinderHawk Field Services, LLC, due principally to the inclusion of a full year of operations in 2012 (KMP acquired the remaining 50% ownership interest in KinderHawk that it did not already own and began accounting for the investment under the full consolidation method effective July 1, 2011);

•	incremental earnings of $33 million due principally to the inclusion of a full year of operations in 2012 from SouthTex Treaters, Inc., which was acquired by Kinder Morgan Treating operations effective November 30, 2011;

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a $31 million (131%) increase in equity earnings from KMP’s 50% owned Fayetteville Express Pipeline LLC—driven by a ramp-up in firm contract transportation volumes, and to lower interest expense. Higher year-over-year transportation revenues reflected a 15% increase in natural gas transmission volumes, and the decrease in interest expense related to Fayetteville Express Pipeline LLC’s refinancing of its prior bank credit facility in July 2011;

•	incremental equity earnings of $23 million from KMP’s 50%-owned Eagle Ford, which initiated flow on its natural gas gathering system on August 1, 2011; and

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a $6 million (2%) decrease from the Texas intrastate natural gas pipeline group—driven by higher operating and maintenance expenses, lower margins on natural gas processing activities, and lower margins on natural gas sales. The increase in expenses was driven by both higher pipeline integrity maintenance and unexpected repairs at the Markham storage facility. The decrease in processing margin was mostly due to lower NGL prices, and the year-over-year decrease in sales margin was due to lower average natural gas sales prices in 2012 compared to 2011.

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(a)

2013, 2012 and 2011 amounts include unrealized gains of $3 million, unrealized losses of $11 million and unrealized gains of $5 million, respectively, all relating to derivative contracts used to hedge forecasted crude oil sales.  Also, 2011 amount includes an increase in segment earnings resulting from a valuation adjustment of $18 million related to derivative contracts in place at the time of the Going Private Transaction and recorded in the application of the purchase method of accounting.

(b)	2013, 2012 and 2011 amounts include certain items of a $3 million increase in earnings discussed in footnote (a) above, a $4 million decrease in earnings, (net of $11 million of loss discussed in footnote (a) above and $7 million gain from the sale of KMP’s ownership interest in the Claytonville oil field unit) and $23 million increase in earnings discussed in footnote (a) above, respectively.

(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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a $148 million (13%) increase 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 6% in 2013 versus 2012. The overall increase in oil sales revenues were also favorably impacted by a 7% increase in crude oil sales volumes, due primarily to both higher production from the Katz and SACROC field units, and to incremental production from the Goldsmith Landreth unit, which KMP acquired effective June 1, 2013 (volumes presented in the results of operations table above);

•	a $9 million (5%) decrease in natural gas plant products sales—due to a 9% decrease in KMP’s realized weighted average price per barrel of NGL, but partially offset by a 4% increase in sales volumes; and

•	a $65 million (20%) increase in operating expenses—driven primarily by higher fuel and power expenses, and higher maintenance and well workover expenses, all related to both increased drilling activity in 2013 and incremental expenses associated with the Goldsmith Landreth field unit.

•	a $256 million (29%) increase due to higher crude oil sales revenues—driven by higher average realizations for U.S. crude oil, and increased oil production at both the Katz and SACROC field units. When compared to 2011, KMP’s realized weighted average price per barrel of crude oil increased 26% in 2012 (from $69.73 per barrel in 2011 to $87.72 per barrel in 2012);

•	a $46 million (14%) decrease due to higher combined operating expenses—driven primarily by higher well workover expenses (due to increased drilling activity) and higher severance and property tax expenses; and

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•	a $26 million (13%) decrease due to lower plant product sales revenues—due to a 22% year-over-year decrease in the realized weighted average price per barrel of NGL (from $65.61 per barrel in 2011 to $50.95 per barrel in 2012). The decrease in revenues from lower prices more than offset an increase in revenues related to an overall 12% increase in plant products sales volumes.

•	a $24 million (10%) increase due to higher CO2 sales revenues—driven by a 17% increase in average sales prices, due primarily to two factors: (i) a change in the mix of contracts resulting in more CO2 being delivered under higher price contracts and (ii) heavier weighting of new CO2 contract prices to the price of crude oil; and

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a $22 million (22%) increase in all other revenues—due largely to both higher non-consent revenues and higher reimbursable project revenues. The increase in non-consent revenues related to sharing arrangements pertaining to certain expansion projects completed at the McElmo Dome unit in Colorado since the end of 2011. The increase in reimbursable revenues related to the completion of prior expansion projects on the Central Basin pipeline system.

(a)

2013, 2012 and 2011 amounts include decreases in earnings of $182 million, $35 million and $233 million, respectively, related to the combined effect from certain items. 2013 amount consists of a $162 million increase in expense associated with rate case liability adjustments, a $15 million increase in expense associated with a legal liability adjustment related to a certain West Coast terminal environmental matter and a $5 million loss from the write-off of assets at KMP’s Los Angeles Harbor West Coast terminal. 2012 amount consists of a $32 million increase in expense associated with environmental liability and environmental recoverable receivable adjustments, and a combined $1 million decrease in earnings from other certain items. 2011 amount consists of a $168 million increase in expense associated with rate case liability adjustments, a $60 million increase in expense associated with rights-of-way lease payment liability adjustments, and a combined $3 million decrease in earnings from other certain items. Also, 2012 and 2011 amounts include decreases in earnings of $2 million and $2 million, respectively, related to property disposal losses, which had been revalued as part of the Going Private Transaction and recorded in the application of the purchase method of accounting.

(b)	Volumes include ethanol pipeline volumes.

(c)	Includes Pacific, Plantation Pipe Line Company, Calnev, Central Florida and Parkway pipeline volumes.

(d)	Includes Cochin and Cypress pipeline volumes.

(e)	Includes Kinder Morgan Crude & Condensate and Double Eagle Pipeline LLC pipeline volumes.

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

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a $27 million (174%) increase from KMP ‘s transmix processing operations-due to higher margins on processing volumes, incremental earnings from third-party sales of excess renewable identification numbers (RINS) (generated through its ethanol blending operations), and to the recognition of unfavorable net carrying value adjustments to product inventory recognized in 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 sells incremental volumes of refined products, resulting in both higher revenues and higher costs of sales expenses;

•	a $25 million (34%) increase from KMP’s Cochin Pipeline-primarily due to higher transportation revenues, driven by an overall 33% increase in pipeline throughput volumes, partly attributable to incremental ethane/propane volumes as a result of pipeline modification projects completed in June 2012;

•	incremental earnings of $14 million from KMP’s Kinder Morgan Crude & 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;

•	a $6 million (9%) increase 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;

•	a $4 million (6%) increase from KMP’s approximate 51% interest in Plantation Pipe Line Company-due largely to higher transportation revenues driven by an 11% increase in system delivery volumes, and by higher average tariff rates since the end of 2012;

•	incremental earnings of $3 million from KMP’s 50% interest in Double Eagle Pipeline LLC-which gathers condensate and crude oil for Eagle Ford shale producers and which KMP acquired as part of its Copano acquisition effective May 1, 2013;

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•	a $7 million (3%) decrease from KMP’s Pacific operations, primarily attributable to a reduction in mainline transportation revenues with a nearly 2% increase in system-wide delivery volumes. The change to transport revenues related to reductions associated with various interstate and California intrastate rate case decisions; and

•	a $9 million (5%) increase from all other represents a number of small increases at various locations.

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a $22 million (43%) increase from the Cochin NGL pipeline system-due mainly to a $10 million increase in gross margin, and due partly to both the favorable settlement of a pipeline access dispute and a favorable 2012 income tax adjustment. The increase in gross margin was mainly due to an overall 40% increase in pipeline throughput volumes, which included incremental ethane/propane volumes related primarily to completed expansion projects since the end of 2011;

•	incremental earnings of $5 million from the Kinder Morgan Crude & Condensate Pipeline, which began transporting crude oil and condensate volumes in October 2012;

•	a $4 million (7%) increase from KMP’s approximate 51% equity interest in Plantation Pipe Line Company-due largely to higher transportation revenues driven by higher average tariff rates since the end of 2011;

•	a $4 million (5%) increase from the Southeast terminal operations—due mainly to higher butane blending revenues and increased throughput volumes of refined products and biofuels;

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an $18 million (54%) decrease from the transmix processing operations—due primarily to a decrease in processing volumes and unfavorable net carrying value adjustments to product inventory. The year-to-year increases in revenues was due mainly to the expiration of certain transmix fee-based processing agreements in March 2012. Due to the expiration of these contracts, KMP now directly purchases incremental volumes of transmix and sells incremental volumes of refined products, resulting in both higher revenues and higher costs of sales expenses;

•	a $9 million (3%) decrease from the Pacific operations—primarily attributable to a corresponding $9 million drop in mainline transportation revenues, due primarily to lower average FERC tariffs as a result of rate case rulings settlements made since the end of 2011, and due partly to a 2% decrease in mainline delivery volumes; and

•	an $8 million (16%) decrease from Calnev—chiefly due to an approximate 9% decrease in pipeline delivery volumes that were due in part to incremental services offered by a competing pipeline.

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(a)

2013, 2012 and 2011 amounts include an increase of $38 million, a decrease of $44 million, and an increase of $1 million, respectively, related to the combined effect from certain items. 2013 amount consists of (i) a $109 million increase in earnings from casualty indemnification gains; (ii) an $8 million increase in revenues related to hurricane reimbursements; (iii) a $59 million increase in clean-up and repair expense, all related to 2012 hurricane activity at the New York Harbor and Mid-Atlantic terminals; and (iv) a $3 million increase in expense associated with the removal of certain physical assets at the Tampaplex bulk terminal located in Tampa, Florida. 2012 amount consists of a $51 million increase in expense related to hurricanes Sandy and Isaac clean-up and repair activities and the associated write-off of damaged assets, a $4 million increase in expense associated with environmental liability adjustments, and a $12 million casualty indemnification gain related to a 2010 casualty at the Myrtle Grove, Louisiana, International Marine Terminal facility. 2011 amount consists of a $5 million decrease in expense (reflecting tax savings) related to non-cash compensation expense allocated to KMP from us (however, KMP does not have any obligation, nor did it pay any amounts or realize any direct benefits related to this compensation expense) and a combined $2 million decrease from other certain items. Also, 2013, 2012 and 2011 amounts include decreases of earnings of $17 million, $1 million, and $2 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.

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

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

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(a)

2013 amount includes both a $224 million gain from the sale of KMP’s equity and debt investments in the Express pipeline system, and an associated $84 million increase in income tax expense related to the pre-tax gain amount. 2011 amount includes a $3 million increase in earnings associated with an income tax benefit (reflecting tax savings) related to non-cash compensation expense allocated to KMP from us (however, KMP does not have any obligation, nor did it pay any amounts related to this compensation expense).

(b)	Represents Trans Mountain pipeline system volumes.

(a)	Equity investment; accordingly, KMP recorded 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)

2013 includes a decrease in expense of $80 million, 2012 includes an increase in expense of $251 million, and 2011 includes a decrease in expense of $2 million, related to the combined effect from certain items. 2013 amount includes a decrease in expense of (i) $59 million related to EP post-merger pension credits; (ii) $32 million elimination of intercompany rent expense included in KMP and EPB general and administrative expenses; (iii) $5 million for an overaccrual related to The Oil Insurance Limited exit premium; (iv) $3 million related to grantor trust credit; and (v) $2 million payroll tax overaccrual; partially offset by increases in expense of (i) $14 million related to rent expense and lease exit cost on unoccupied space and (ii) $7 million related to the EP acquisition. 2012 amount includes $251 million increase of pre-tax expense associated with the EP acquisition and EP Energy sale, which includes (i) $59 million (also see footnotes (c) and (d) below for KMP and EPB portion, respectively) 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) $68 million for legal fees and reserves, net of recoveries; and (v) $29 million of other EP acquisitions expenses; partially offset by (i) $29 million benefit associated with pension income. 2011 amount includes a net $2 million decrease in expense, which includes (i) $46 million reduction to expense for a Going Private transaction litigation insurance reimbursement; net of

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(b)

2013, 2012 and 2011 amounts include NGPL Holdco LLC general and administrative reimbursements of $36 million, $35 million, and $35 million, respectively. These amounts were recorded to 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)

2013, 2012 and 2011 amounts include increases in expense of $40 million, $81 million and $94 million, respectively, related to the combined effect from certain items. 2013 amount consists of (i) a $34 million increase in expense associated with certain asset and business acquisition costs and unallocated legal expenses; (ii) a $10 million increase in unallocated 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 combined $4 million decrease in expense from other certain items. 2012 amount consists of $67 million in severance, retention and bonus costs and a combined $14 million increase in expense from other certain items. 2011 amount consists of a combined $90 million increase in non-cash compensation expense (including $87 million related to a special non-cash bonus expense to non-senior management employees) allocated to KMP from us; however, it does not have any obligation, nor did it pay any amounts related to this expense, and a combined $4 million increase in expense from other certain items.

(d)	2012 amount includes $34 million for severance cost. This expense is attributable to non-cash severance costs allocated to EPB from us as a result of KMI’s and EP’s merger; however, EPB does not have any obligation, nor did EPB pay any amounts related to this expense.

(e)	2013 and 2012 amounts include $21 million and $108 million, respectively, write off 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. 2013 amount also includes $14 million of interest on margin for marketing contracts.

(f)	2013 includes a decrease in expense of $5 million associated with debt fair value adjustments recorded in purchase accounting for KMP’s Copano acquisition. 2012 amount includes a decrease in expense of $1 million related to the combined effect from other certain items.

(g)	Includes expenses and transactions for the periods after the May 25, 2012 EP acquisition date.

(h)	2013, 2012 and 2011 amounts include an increase of $5 million, a decrease of $4 million and a decrease of $7 million, respectively, in net income attributable to KMP’s noncontrolling interests, related to the combined effect from all of the 2013, 2012 and 2011 items previously disclosed in the footnotes to the tables included in “-Results of Operations.”

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(a)	2013 and Expected 2014 amounts include $47 million and $70 million, respectively, for our proportionate share of sustaining capital expenditures of certain unconsolidated joint ventures.

(b)

2013 amount (i) includes $543 million of discretionary capital expenditures of unconsolidated joint ventures and acquisitions; (ii) includes a combined $275 million net increase from accrued capital expenditures and contractor retainage; (iii) is reduced by $126 million related to contributions from KMP’s noncontrolling interests to fund a portion of certain capital projects; and (iv) is reduced by $93 million related primarily to both casualty losses and other non-recurring items. 2013 amount also excludes the May 1, 2013 acquisition of Copano, but includes the discretionary capital expenditures of Copano, its subsidiaries and its unconsolidated joint ventures after KMP’s May 1, 2013 acquisition date.

(c)	Expected 2014 includes our contributions to certain unconsolidated joint ventures and small acquisitions, net of contributions estimated from unaffiliated joint venture partners for consolidated investments.

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(a)	Interest payment obligations exclude adjustments for interest rate swap agreements and assume no change in variable interest rates from those in effect at December 31, 2013.

(b)	Represents commitments pursuant to the terms of operating lease agreements.

(c)	Represents the amount by which the benefit obligations exceeded the fair value of fund assets for pension and other postretirement benefit plans at year-end. The payments by period include expected contributions to funded plans in 2014 and estimated benefit payments for unfunded plans in all years.

(d)	Primarily represents KMP and EPB transportation agreements of $396 million, volume agreements of $256 million and storage agreements for capacity on third party and an affiliate pipeline systems of $145 million.

(e)	Represents liabilities for rights-of-way.

(f)	Primarily includes environmental liabilities related to sites that we own or have a contractual or legal obligation with a regulatory agency or property owner upon which we will perform remediation activities. These liabilities are included within “Other long-term liabilities and deferred credits” in our consolidated balance sheets.

(g)

The $535 million in letters of credit outstanding as of December 31, 2013 consisted of the following (i) $170 million under six letters of credit related to power and marketing purposes; (ii) $87 million under fourteen letters of credit for insurance purposes; (iii) a $100 million letter of credit that supports certain proceedings with the CPUC involving refined products tariff charges on the intrastate common carrier operations of KMP’s Pacific operations’ pipelines in the state of California; (iv) KMP’s $30 million guarantee under letters of credit totaling $46 million supporting KMP’s International Marine Terminals Partnership Plaquemines, Louisiana Port, Harbor, and Terminal Revenue Bonds; (v) a $38 million letter of credit supporting KMP’s pipeline and terminal operations in Canada; (vi) a $25 million letter of credit supporting KMP’s Kinder Morgan Liquids Terminals LLC New Jersey Economic Development Revenue Bonds; (vii) a $24 million letter of credit supporting KMP’s Kinder Morgan Operating L.P. “B” tax-exempt bonds; (viii) a $14 million letter of credit supporting Nassau County, Florida Ocean Highway and Port Authority tax-exempt bonds; and (ix) a combined $32 million in twenty-one letters of credit supporting environmental and other obligations of us and our subsidiaries.

(h)	Represents commitments for the purchase of plant, property and equipment as of December 31, 2013.

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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 2013 gain on the sale of KMP’s investments in the Express pipeline system; DD&A; deferred income taxes; earnings from equity investments; higher gains in 2013 from the sale and/or write-off of property, plant and equipment; and an increase in transportation rate case liabilities and legal liabilities.

•	a $4,761 million decrease due to less cash used in 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 of proceeds we received in 2013 from both KMP’s sale of the investments in the Express pipeline system and our sale of BBPP Holding Ltds (both discussed in Note 3 “Acquisitions and Divestitures” to our consolidated financial statements;)

•	a $1,791 million of net proceeds received in 2012 (after paying selling costs) from the disposal of KMP’s FTC Natural Gas Pipelines disposal group; and

•	a $1,347 million increase in cash used in investing activities in 2013 due to higher capital expenditures, as described above in “—Capital Expenditures.”

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a $2,132 million net decrease in cash from overall debt financing activities primarily due to (i) $5,288 billion of proceeds from the EP acquisition debt issued in the second quarter of 2012; (ii) lower debt repayments of $1,475 million resulting from the $1,186 million of repayments made on the acquisition debt in 2013, compared to the $2,661 million of repayments made on the EP acquisition debt in 2012. Further information regarding the March 2013 drop-down transaction and acquisition debt is discussed in Note 3 “Acquisitions and Divestitures—-Drop-down of EP

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•	a $480 million decrease in cash due to higher combined repurchases of shares and warrants;

•	a $473 million decrease in cash associated with distributions to noncontrolling interests, primarily reflecting the increased distributions to common unit owners by KMP and EPB;

•	a $438 million decrease in cash due to higher dividend payments; and

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a $233 million decrease in contributions provided by noncontrolling interests, primarily reflecting the following (i) $141 million less proceeds from the sales of additional KMP common units in 2013 versus 2012; and (ii) $187 million less proceeds EPB received from its issuance of common units in 2013 versus 2012 excluding the common units issued to its general partner. These decreases were partially offset by the $86 million increase in cash, due to an increase in other noncontrolling interests contributions, mainly due to the incremental contributions KMP received from its BOSTCO partners in 2013.

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(a)	(1)Financial Statements and (2) Financial Statement Schedules

(3)	Exhibits

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(a)	Includes an $88 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 the Trans Mountain 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 December 31, 2013, $113 million remains classified as a current regulatory liability.

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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.

(d)	The weighted-average shares outstanding calculation is based on the actual days in which the shares were outstanding for the period from February 11, 2011 to December 31, 2011.

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(a)	2012 amounts represent financial information for the ten month period ended October 31, 2012. We sold KMP’s FTC Natural Gas Pipelines disposal group effective November 1, 2012.

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Citrus Corporation—We operate and own a 50% interest in Citrus Corporation, the sole owner of Florida Gas Transmission Company, L.L.C. (Florida Gas). Florida Gas transports natural gas to cogeneration facilities, electric utilities, independent power producers, municipal generators, and local distribution companies through a 5,300-mile natural gas pipeline. The remaining 50% interest is owned by Energy Transfer Partners L.P.;

•	Ruby Pipeline Holding Company, L.L.C.—We operate and own a 50% interest in Ruby Pipeline Holding Company, L.L.C., the sole owner of Ruby Pipeline natural gas transmission system. The remaining 50% interest is owned by Global Infrastructure Partners as convertible preferred interests;

•	Midcontinent Express Pipeline LLC—KMP operates and owns a 50% interest in MEP, the sole owner of the Midcontinent Express natural gas pipeline system.  The remaining 50% ownership interest is owned by subsidiaries of Regency Energy Partners L.P.;

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Gulf LNG Holdings Group, LLC—We operate and own a 50% interest in Gulf LNG Holdings Group, LLC, the owner of a LNG receiving, storage and regasification terminal near Pascagoula, Mississippi, as well as pipeline facilities to deliver vaporized natural gas into third party pipelines for delivery into various markets around the country. The remaining 50% ownership interests are wholly and partially owned by the subsidiaries of GE Financial Services;

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Plantation—KMP operates and owns a 51.17% interest in Plantation, the sole owner of the Plantation refined petroleum products pipeline system.  A subsidiary of Exxon Mobil Corporation owns the remaining interest.  Each investor has an equal number of directors on Plantation’s board of directors, and board approval is required for certain corporate actions that are considered participating rights; therefore, KMP does not control Plantation, and it accounts for its investment under the equity method;

•	BHP Billiton Petroleum (Eagle Ford Gathering) LLC, f/k/a EagleHawk Field Services LLC and referred to in this report as EagleHawk—KMP owns a 25% interest in EagleHawk, the sole owner of a natural gas gathering system serving the producers of the Eagle Ford shale formation. A subsidiary of BHP Billiton operates EagleHawk and owns the remaining 75% ownership interest;

•	Red Cedar Gathering Company—KMP owns a 49% interest in the Red Cedar, the sole owner of the Red Cedar natural gas gathering, compression and treating system.  The remaining 51% interest is owned by the Southern Ute Indian Tribe;

•	Fayetteville Express Pipeline LLC —KMP owns a 50% interest in Fayetteville Express Pipeline LLC, the sole owner of the Fayetteville Express natural gas pipeline system.  Energy Transfer Partners, L.P. owns the remaining 50% interest and serves as operator of Fayetteville Express Pipeline LLC;

•	Parkway Pipeline LLC —KMP operates and owns a 50% interest in Parkway, the sole owner of the Parkway Pipeline refined petroleum products pipeline system. Valero Energy Corp. owns the remaining 50% interest;

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Watco Companies, LLC—KMP holds a preferred equity investment in Watco Companies, LLC, the largest privately held short line railroad company in the U.S.  KMP owns 100,000 Class A preferred shares and pursuant to the terms of its investment, it receives priority, cumulative cash distributions from the preferred shares at a rate of 3.25% per quarter, and participates partially in additional profit distributions at a rate equal to 0.5%.  The preferred shares have no conversion features and hold no voting powers, but do provide KMP certain approval rights, including the right to appoint one of the members to Watco’s Board of Managers;

•	Cortez Pipeline Company—KMP operates and owns a 50% interest in the Cortez Pipeline Company, the sole owner of the Cortez carbon dioxide pipeline system.  A subsidiary of Exxon Mobil Corporation owns a 37% interest and Cortez Vickers Pipeline Company owns the remaining 13% interest; and

•	NGPL Holdco LLC— KMI operates and owns a 20% interest in NGPL Holdco LLC, the owner of NGPL and certain affiliates, collectively referred to in this report as NGPL, a major interstate natural gas pipeline and storage system.

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(a)	2012 amounts are for the period from May 25, 2012 through December 31, 2012.

(b)	Effective May 1, 2013, KMP acquired the remaining 50% equity ownership interest in Eagle Ford that KMP did not already own and KMP changed its method of accounting from the equity method to full consolidation.

(c)	Effective July 1, 2011, KMP acquired the remaining 50% equity ownership interest in KinderHawk that KMP did not already own and KMP changed its method of accounting from the equity method to full consolidation.

(d)	2013 and 2012 amounts include non-cash investment impairment charges, which we recorded in the amount of $65 million and $200 million (pre-tax), respectively, as discussed above.

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(a)	2012 acquisition amount consists of the EP and EP Midstream acquisitions as discussed in Note 3.

(b)	2012 disposal amount relates to the sale of KMP’s FTC Natural Gas Pipelines disposal group as discussed in Note 3. Since the FTC Natural Gas Pipelines disposal group represented a significant portion of our Natural Gas Pipelines business segment, we allocated the goodwill of the segment based on the relative fair value of the portion being disposed of and the portion of the segment remaining.

(c)	2013 acquisition amount consists of $881 million relating to KMP’s May 1, 2013 Copano acquisition as discussed in Note 3, and $7 million relating to other EP acquisition assets.

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(a)	Notes provide for the redemption at any time at a price equal to 100% of the principal amount of the notes plus accrued interest to the redemption date plus a make whole premium.

(b)	As of December 31, 2013 and 2012, the weighted average interest rates on KMI’s credit facility borrowings were 2.67% and 2.72%, respectively.

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(c)

KMI’s business trusts, K N Capital Trust I and K N Capital Trust III, are obligated for $13 million of 8.56% Capital Trust Securities maturing on April 15, 2027 and $14 million of 7.63% Capital Trust Securities maturing on April 15, 2028, respectively, which it guarantees.  The 2028 securities are redeemable in whole or in part, at KMI’s option at any time, at redemption prices as defined in the associated prospectus.  The 2027 securities are redeemable in whole or in part at KMI’s option and at any time in certain limited circumstances upon the occurrence of certain events and at prices all defined in the associated prospectus supplements.  Upon redemption by KMI or at maturity of the Junior Subordinated Deferrable Interest Debentures, the proceeds must be used to make redemptions of the Capital Trust Securities on a pro rata basis.

(d)	Each series of these notes is fully and unconditionally guaranteed by KMI on a senior secured basis as to principal, interest and any additional amounts required to be paid as a result of any withholding or deduction for Canadian taxes.

(e)	EPC Building, LLC, as the landlord, leases the property to KMI as a tenant.

(f)

Capital Trust I (Trust I), is a 100%-owned business trust that as of December 31, 2013, had $5.6 million of 4.75% trust convertible preferred securities outstanding (referred to as the EP Trust I Preferred Securities). Trust I exists for the sole purpose of issuing preferred securities and investing the proceeds in 4.75% convertible subordinated debentures, which are due 2028. Trust I’s sole source of income is interest earned on these debentures. This interest income is used to pay distributions on the preferred securities. EP provides a full and unconditional guarantee of the EP Trust I Preferred Securities. There are no significant restrictions on EP’s ability to obtain funds from its subsidiaries by distribution, dividend or loan. The EP Trust I Preferred Securities are non-voting (except in limited circumstances), pay quarterly distributions at an annual rate of 4.75%, carry a liquidation value of $50 per security plus accrued and unpaid distributions and are convertible at any time prior to the close of business on March 31, 2028, at the option of the holder, into the following mixed consideration: (i) 0.7197 of a share of KMI Class P common stock; (ii) $25.18 in cash without interest; and (iii) 1.100 warrants to purchase a share of KMI Class P common stock. We have the right to redeem these Trust I Preferred Securities at any time. Because of the substantive conversion rights of the securities into the mixed consideration, we bifurcated the fair value of the EP Trust I Preferred Securities into debt and equity components and as of December 31, 2013, the outstanding balance of $280 million (of which $141 million is classified as current) was bifurcated between debt ($247 million) and equity ($33 million). During the years ended December 31, 2013 and 2012, 107,618 and 781,633 EP Trust I Preferred Securities had been converted into (i) 77,442 and 562,521 shares of KMI Class P common stock; (ii) approximately $3 million and $20 million in cash; and (iii) 118,377 and 859,796 in warrants, respectively.

(g)

As of December 31, 2013, KMGP had outstanding 100,000 shares of its $1,000 Liquidation Value Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057.  Until August 18, 2012, dividends accumulated, commencing on the issue date, at a fixed rate of 8.33% per annum and were payable quarterly in arrears, when and if declared by KMGP’s board of directors, on February 18, May 18, August 18 and November 18 of each year, beginning November 18, 2007. After August 18, 2012, dividends on the preferred stock accumulate at a floating rate of the 3-month LIBOR plus 3.8975% and are payable quarterly in arrears, when and if declared by KMGP’s board of directors, on February 18, May 18, August 18 and November 18 of each year, beginning November 18, 2012.  The preferred stock has approval rights over a commencement of or filing of voluntary bankruptcy by KMP or its SFPP or Calnev subsidiaries. (see “—KMGP Preferred Shares” below).

(h)

Excludes debt fair value adjustments. As of December 31, 2013 and December 31, 2012, our total “Debt fair value adjustments” increased our combined debt balances by $1,977 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 13.

(i)

In May 2013, in association with the increase of capacity negotiated for KMP’s senior unsecured revolving bank credit facility (see “—Credit Facilities and Restrictive Covenants—KMP” below), KMP increased its commercial paper program by $500 million to provide for the issuance of up to $2.7 billion. As of December 31, 2013 and December 31, 2012, the average interest rates on KMP’s outstanding commercial paper borrowings were 0.28% and 0.45%, respectively. The borrowings under KMP’s commercial paper program were used principally to finance the acquisitions and capital expansions it made during 2013 and 2012.

(j)	See “Credit Facilities and Restrictive Covenants—KMP” below.

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

(l)	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.

(m)	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 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.

(n)	Includes commercial paper borrowings.

(o)

EPB’s only operating asset is its investment in EPPOC, and EPPOC’s only operating assets are its investments in Wyoming Interstate Company, L.L.C. (WIC), CIG, SLNG, Elba Express, SNG, ELC and Cheyenne Plains Gas Pipeline Company, L.L.C. (CPG), (collectively, the non-guarantor operating companies). EPB and EPPOC’s independent assets and operations, other than those related to these investments and EPPOC’s debt are less than 3% of the total assets and operations of EPB, and thus substantially all of the operations and assets exist within these non-guarantor operating companies. Furthermore, there are no significant restrictions on EPPOC or EPB’s ability to access the net assets or cash flows related to its controlling interests in the operating companies either through dividend or loan. The restrictive covenants under these debt obligations are no more restrictive than the restrictive covenants under EPB’s credit facility.

(p)	LIBOR plus 1.75%.

(q)	CIG is subject to a number of restrictions and covenants under its debt obligation. The most restrictive of these include limitations on the incurrence of liens and limitations on sale-leaseback transactions.

(r)	The SLNG senior notes impose certain limitations on the ability of SLNG to, among other things, incur additional indebtedness, make certain restricted payments, enter into transactions with affiliates, and merge or consolidate with any other person, sell, assign, transfer,

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(s)

Under its indentures, SNG is subject to a number of restrictions and covenants. The most restrictive of these include limitations on the incurrence of liens. SNIC is a wholly owned finance subsidiary of SNG and is the co-issuer of certain of SNG's outstanding debt securities. SNIC has no material assets, operations, revenues or cash flows other than those related to its service as a co-issuer of the debt securities. Accordingly, it has no ability to service obligations on the debt securities.

(t)

In conjunction with the construction of the Totem Gas Storage facility (Totem) and the High Plains pipeline (High Plains), CIG's joint venture partner in WYCO funded 50% of the construction costs. EPB reflected the payments made by their joint venture partner as other long-term liabilities on the balance sheet during construction and upon project completion, the advances were converted into a financing obligation to WYCO. Upon placing these projects in service, EPB transferred its title in the projects to WYCO and leased the assets back. Although EPB transferred the title in these projects to WYCO, the transfer did not qualify for sale leaseback accounting because of EPB’s continuing involvement through its equity investment in WYCO. As such, the costs of the facilities remain on our balance sheets and the advanced payments received from EPB’s 50% joint venture partner were converted into a financing obligation due to WYCO. As of December 31, 2013, the principal amounts of the Totem and High Plains financing obligations were $75 million and $94 million, respectively, which will be paid in monthly installments through 2039, and extended for the term of related firm service agreements until 2060 and 2043, respectively. The interest rate on these obligations is 15.5%, payable on a monthly basis.

•	total debt divided by earnings before interest, income taxes, depreciation and amortization may not exceed 6.00: 1.00;

•	certain limitations on indebtedness, including payments and amendments;

•	certain limitations on entering into mergers, consolidations, sales of assets and investments;

•	limitations on granting liens; and

•	prohibitions on making any dividend to shareholders if an event of default exists or would exist upon making such dividend.

•	the term loans under the term loan facility bears interest, at KMI’s option, at either (i) adjusted LIBOR plus an applicable margin varying from 3.00% per annum to 4.75% per annum depending on certain debt ratings of KMI or (ii) an alternate base rate plus an applicable margin varying from 2.00% per annum to 3.75% per annum depending on certain debt ratings of KMI.

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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.

•	total debt divided by earnings before interest, income taxes, depreciation and amortization for the preceding four quarters may not exceed:

•	5.5, in the case of any such period ended on the last day of (i) a fiscal quarter in which KMP makes any Specified Acquisition (as defined in the credit facility) or (ii) the first or second fiscal quarter next succeeding such a fiscal quarter; or

•	5.0, in the case of any such period ended on the last day of any other fiscal quarter;

•	certain limitations on entering into mergers, consolidations and sales of assets;

•	limitations on granting liens; and

•	prohibitions on making any distribution to holders of units if an event of default exists or would exist upon making such distribution.

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•	EPB and WIC’s consolidated total debt divided by earnings before interest, income taxes, depreciation and amortization as of the end of each quarter may not exceed:

•	5.0 to 1.0 for any trailing four consecutive quarter period; and

•	5.5 to 1.0 for any such four quarter period during the three full fiscal quarters subsequent to the consummation of specified permitted acquisitions having a value greater than $25 million;

•	certain limitations on entering into mergers, consolidations and sales of assets;

•	limitations on granting liens; and

•	prohibitions on making any distribution to holders of units if an event of default exists or would exist upon making such distribution.

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(a)	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. Proceeds from the issuance of the notes were used to reduce KMI’s credit facility borrowings.

(a)	On January 15, 2014, KMGP declared a distribution for the three months ended December 31, 2013, of $10.570 per share, which was paid on February 18, 2014 to shareholders of record as of January 31, 2014.

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•	Level 1 assets’ fair values are based on quoted market prices for the instruments in actively traded markets. Included in this level are dollar-denominated money market funds, common and preferred stock, exchange traded mutual funds and limited partnerships. These investments are valued at the closing price reported on the active market on which the individual securities are traded.

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Level 2 assets’ fair values are primarily based on pricing data representative of quoted prices for similar assets in active markets (or identical assets in less active markets). Included in this level are money market funds, common/collective trust funds, mutual funds, limited partnerships, trusts, fixed income and other securities. Money market funds are valued at amortized cost, which approximates fair value. The common/collective trust funds’, mutual funds’, limited partnerships’ and trusts’ fair values are based on the net asset value as reported by the issuer, which is determined based on the fair value of the underlying securities as of the valuation date. The fixed income securities’ fair values are primarily based on an evaluated price which is based on a compilation of primarily observable market information or a broker quote in a non-active market.

•	Level 3 assets’ fair values are calculated using valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable, or are similar to Level 2 assets and are also subject to certain restrictions associated with the timing of redemption which extend beyond 90 days as of December 31. Included in

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(a)	For 2013, this category includes common/collective trust funds which are invested in approximately 36% fixed income, 62% equity and 2% short term securities. For 2012, this category includes common/collective trusts funds which are invested in approximately 59% fixed income, 36% equity and 5% short term securities.

(b)	For 2013, this category includes mutual funds which are invested in approximately 60% fixed income and 40% equity. For 2012, this category includes mutual funds which are invested in approximately 28% fixed income, 72% equity and other investments.

(c)	Plan assets include $229 million and $133 million of KMI Class P common stock for 2013 and 2012, respectively.

(a)	For 2013, this category includes common/collective trust funds which are invested in approximately 70% equity and 30% fixed income securities. For 2012, this category includes common/collective trust funds which are invested in approximately 65% equity and 35% fixed income securities.

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(a)	Includes a reduction of approximately $3 million in each of the years 2014 - 2018 and approximately $13 million in aggregate for 2019 - 2023 for an expected subsidy related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.

(a)

The discount rate related to pension benefit cost was 4.50% for the period from January 1, 2012 to May 24, 2012, and 4.03% for the period from May 25, 2012 to December 31, 2012 (the period subsequent to the EP acquisition). The discount rate related to other postretirement benefit cost was 3.34% for the period from January 1, 2013 to July 31, 2013 (the period prior to an OPEB plan amendment that resulted in a remeasurement) and 4.00% for the period from August 1, 2013 to December 31, 2013, and 4.25% for the period from January 1, 2012 to May 24, 2012 and 4.01% for the period from May 25, 2012 to December 31, 2012.

(b)

The expected return on plan assets related to pension cost was 8.90% for the period from January 1, 2012 to May 24, 2012, and 8.11% for the period from May 25, 2012 to December 31, 2012 (the period subsequent to the EP acquisition). The expected return on plan assets related to other postretirement benefit cost was 8.90% for the period from January 1, 2012 to May 24, 2012, and 7.72% for the period from May 25, 2012 to December 31, 2012.

(c)	The expected return on plan assets listed in the table above is a pre-tax rate of return based on our targeted portfolio of investments. For the assumed EP OPEB plans, we utilize an after-tax expected return on plan assets to determine our benefit costs, which is based on unrelated business income taxes at a rate of 24% and 22% for 2013 and 2012, respectively.

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(a)	See Note 3. 2013 amount represents warrants issued upon the settlement of an EP dissenter. The settlement of the dissenter’s 128 EP shares was determined based on the same conversion of EP shares into cash, KMI Class P shares and KMI warrants that was received by other EP shareholders at the time of the acquisition.

(b)	See Note 8.

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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 new equity distribution agreement are substantially similar to those in KMP’s previous agreement, and it allows KMP 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. On February 27, 2012, KMP entered into a third amended and restated equity distribution agreement with UBS which increased the aggregate offering price of its common units to up to $1.9 billion (up from $1.2 billion).

(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)	See Note 3.

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(d)	Includes the underwriters’ exercise of the overallotment option.

(e)	On March 7, 2013, EPB entered into an equity distribution agreement with Global Markets, Inc. (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.

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

(g)	Represents proceeds received from noncontrolling interests and excludes our $7 million contribution as the owner of EPB’s general partner.

(h)	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.

(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.  Represents share distributions made in the period to noncontrolling interests and excludes 976,723, 902,367 and 941,895 of shares distributed in 2013, 2012 and 2011, respectively, on KMR shares we directly and indirectly own. On February 14, 2014, KMR paid a share distribution of 0.017841 shares per outstanding share (2,237,258 total shares) to shareholders of record as of January 31, 2014, based on the $1.36 per common unit distribution declared by KMP, of which 1,952,970 shares were distributed to the public.

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•	98% to all owners of common units and Class B units pro rata in cash and to the holder of i-units in equivalent i-units; and

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•	2% to KMGP, as KMP’s general partner, until KMP has distributed cash from this source in respect of a common unit outstanding since KMP’s original public offering in an aggregate amount per unit equal to the initial common unit price of $5.75, as adjusted for splits.

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(a)	2012 amount related to KMP’s equity investment in the Express pipeline system (see Note 2).

(b)	EPB has financing obligations payable to WYCO.

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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 “Other current liabilities” in our accompanying consolidated balance sheets.

(b)	$17 million and $5 million of cash margin deposits posted by KMP at December 31, 2013 and December 31, 2012, respectively, 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)	We expect to reclassify an approximate $1 million loss associated with energy commodity price risk management activities and included in our accumulated other comprehensive loss and noncontrolling interest balances as of December 31, 2013 into earnings during the next

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(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, NGL options and power derivative contracts.

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(a)	2012 purchases include a net liability of $197 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.

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

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•	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 and jet fuel) NGL, 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 3, 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)	The changes in the 2012 amount versus the 2011 amount include the effects of the acquisition of EP and for 2013 versus 2012 only, KMP’s acquisition of Copano. See Note 3.

(b)	Primarily represents a reimbursement of general and administrative costs for services we perform for NGPL Holdco LLC.

(c)	Includes natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes, other than income taxes.

(d)	2013 and 2012 amounts include impairment charges of $65 million and $200 million, respectively, to reduce the carrying value of our investment in NGPL Holdco LLC (see Note 6).

(e)	2013 amount includes a $558 million gain from the remeasurement of our previously held 50% equity interest in Eagle Ford to fair value (discussed further in Note 3). 2011 amount includes a $167 million loss from the remeasurement of KMP’s previously held 50% equity interest in KinderHawk to fair value (see Note 3).

(f)	2013 amount includes a $224 million gain from the sale of our equity and debt investments in the Express pipeline system (discussed further in Note 3).

(g)	2013 amount includes an $84 million increase in expense related to the pre-tax gain amount described in footnote (f).

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

(i)	2012 amount includes $352 million of pretax expense associated with the EP acquisition and EP Energy sale.

(j)	Includes (i) interest expense and (ii) miscellaneous other income and expenses not allocated to business segments. 2012 amount includes $108 million of expense for capitalized financing fees associated with the EP acquisition financing that were written-off (due to debt repayments) or amortized.

(k)	Represents amounts from KMP’s FTC Natural Gas Pipelines disposal group and other, net of tax (see Note 3).

(l)	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.

(m)	Primarily represents amounts attributable to KMP’s Express pipelines system and our ownership interest in Bolivia to Brazil Pipeline.

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(a)	Includes operations in Mexico and until August 31, 2011, the Netherlands.

(b)	Long-lived assets exclude goodwill and other intangibles, net.

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

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

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(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(b)	Computed using production costs, excluding transportation costs, as defined by the SEC.  Natural gas volumes were converted to barrels of oil equivalent using a conversion factor of six Mcf (thousand cubic feet) of natural gas to one barrel of oil.

(c)	Production costs include labor, repairs and maintenance, materials, supplies, fuel and power, and general and administrative expenses directly related to oil and gas producing activities.

(d)	Includes only production attributable to leasehold ownership.

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

(f)	Excludes natural gas production used as fuel.

(g)	Hedge gains/losses for crude oil and NGL are included with crude oil.

(h)	Natural gas sales were not hedged.

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(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.  Includes capitalized asset retirement costs and associated accumulated depreciation.

(b)	As of December 31, 2013, capitalized costs related to the unproved property for the Katz Strawn unit, was $20 million, Residual Oil Zone (ROZ) unproved exploration property was $13 million, and other miscellaneous unproved property was $5 million.

(a)	Acquisition of Goldsmith Landreth San Andreas Unit effective June 1, 2013.

(b)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(c)	Amounts relate to exploration wells drilled in the Residual Oil Zone (ROZ).

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(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(b)	Revenues include losses attributable to our hedging contracts of $31 million, $28 million and $285 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.

(c)	Consists primarily of CO2 expense.

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•	no employee’s compensation is tied to the amount of recorded reserves;

•	we follow comprehensive SEC compliant internal policies to determine and report proved reserves, and our reserve estimates are made by experienced oil and gas reservoir engineers or under their direct supervision;

•	we review our reported proved reserves at each year-end, and at each year-end, the CO2-KMP business segment managers and the Vice President (President, CO2) review all significant reserves changes and all new proved developed and undeveloped reserves additions; and

•	the CO2-KMP business segment reports independently of our four remaining reportable business segments.

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(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(b)	Natural gas reserves are computed at 14.65 pounds per square inch absolute and 60 degrees Fahrenheit.

(c)	Predominantly due to higher product prices used to determine reserve volumes.

(d)	Represents volumes added with the development of the Katz (Strawn) unit CO2 flood.

(e)	Predominantly due to higher CO2 flood recoveries based on updated performance at the SACROC Unit.

(f)	Predominantly due to higher operating costs at the Katz Strawn Unit.

(g)	Represents volumes added with acquisition of the Goldsmith Landreth San Andreas Unit in June 2013.

(h)	Proved developed reserves include reserves attributable to the Goldsmith Landreth San Andreas Unit of 15,450 MBbl for oil and 3,862 MBbl for NGL’s.

(i)	Proved undeveloped reserves include reserves attributable to the Goldsmith Landreth San Andreas Unit of 25,935 MBbl for oil and 6,484 MBbl for NGL’s.

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•	the standardized measure includes our estimate of proved crude oil, NGL and natural gas reserves and projected future production volumes based upon year-end economic conditions;

•	pricing is applied based upon the 12 month unweighted arithmetic average of the first day of the month price for the year;

•	future development and production costs are determined based upon actual cost at year-end;

•	the standardized measure includes projections of future abandonment costs based upon actual costs at year-end; and

•	a discount factor of 10% per year is applied annually to the future net cash flows.

(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(b)	Includes abandonment costs.

(c)	Standardized Measure of discounted future net cash flows as of December 31, 2013 includes $843 million attributable to the Goldsmith Landreth San Andreas Unit acquired in June 2013.

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(a)	Amounts relate to KMCO2 and its consolidated subsidiaries.

(b)	Excludes the effect of losses attributable to our hedging contracts of $31 million, $28 million and $285 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.

(c)	Primarily due to the extension of the SACROC unit.

(d)	Sale of the Claytonville field unit.

(e)

2013 revisions were primarily due to increased operating costs at the Katz Strawn Unit. 2012 revisions were primarily due to higher projected CO2 flood recoveries resulting from updated performance at SACROC and the addition of proved undeveloped reserve volumes at the Katz (Strawn) unit CO2 flood. 2011 revisions were primarily due to higher product prices used to determine reserve volumes and the addition of the Katz (Strawn) unit CO2 flood.

(f)	Acquisition of the Goldsmith Landreth San Andreas Unit in June 2013.

(g)	Standardized Measure discounted cash flows as of December 31, 2013 includes $843 million attributable to the Goldsmith Landreth San Andreas Unit acquired in June 2013.

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