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(a)	Retrospectively adjusted as discussed in Note 2.

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(a)

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

(b)

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

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

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(a)	As of June 30, 2013 and December 31, 2012, the weighted average interest rates on credit facility borrowings were 2.70% and 2.72%, respectively.

(b)

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

(c)	As of June 30, 2013 and December 31, 2012, includes credit facility borrowings of $1,354 million and $1,035 million, respectively.

(d)

Excludes debt fair value adjustments. As of June 30, 2013 and December 31, 2012, our “Debt fair value adjustments” increased our debt balances by $2,237 million and $2,591 million, respectively. In addition to all unamortized debt discount/premium amounts and purchase accounting on our debt balances, our debt fair value adjustments also include (i) amounts associated with the offsetting entry for hedged debt; and (ii) any unamortized portion of proceeds received from the early termination of interest rate swap agreements. For further information about our debt fair value adjustments, see Note 5 “Risk Management—Fair Value of Derivative Contracts.”

(e)

On February 28, 2013, KMP completed a public offering of $1 billion in principal amount of senior notes in two separate series, consisting of $600 million of 3.50% notes due September 1, 2023 and $400 million of 5.00% notes due March 1, 2043. KMP received net proceeds of $991 million, and used the proceeds to pay a portion of the purchase price for the March 2013 drop-down transaction and to reduce the borrowings under its commercial paper program.

(f)

In May 2013, in association with the increase of capacity negotiated for KMP’s senior unsecured revolving bank credit facility (discussed below), KMP increased its commercial paper program by $500 million to provide for the issuance of up to $2.7 billion. As of June 30, 2013 and December 31, 2012, the average interest rates on KMP’s outstanding commercial paper borrowings were 0.33% and 0.45%, respectively. The borrowings under KMP’s commercial paper program were used principally to finance the acquisitions and capital expansions made during the first half of 2013 and during 2012, and in the near term, KMP expects that its short-term liquidity and financing needs will be met primarily through borrowings made under its commercial paper program.

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

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

(i)

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 consist of an aggregate principal amount of $510 million with a fixed annual stated interest rate of 7.125%. The notes mature in full on April 1, 2021, and interest is payable semiannually on April 1 and October 1 of each year. As part of KMP’s purchase price, it valued the debt equal to $589 million as of May 1, 2013, representing the present value of amounts to be paid determined using an approximate interest rate of 4.79%.

(j)

In February 2013, prior to the close of the March 2013 drop-down transaction, we and KMP each contributed $45 million to Kinder Morgan Altamont LLC to allow it to repay the outstanding $90 million borrowings under KMP’s subsidiary Kinder Morgan Altamont LLC's revolving bank credit facility and following this repayment, Kinder Morgan Altamont LLC had no outstanding debt. In May 2013, KMP terminated the credit facility.

(k)	As of June 30, 2013 and December 31, 2012, includes commercial paper borrowings of $1,369 million and $621 million.

(l)	LIBOR plus 1.75%.

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

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

(a)	Distribution declared for the three months ended June 30, 2013, was declared on July 17, 2013 and is payable on August 19, 2013 to shareholders of record as of July 31, 2013.

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

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

(c)

On May 23, 2012, we announced that our board of directors had approved a warrant repurchase program, authorizing us to repurchase in the aggregate up to $250 million of warrants. As of May 2013, we completed the repurchase of $250 million of warrants pursuant to this publicly announced repurchase program, and through June 30, 2013, have paid an additional $38 million, as authorized by KMI’s board of directors, for warrants repurchased separate and apart from the publicly announced repurchase program. During the six months ended June 30, 2013 and 2012, we paid a total of $131 million and $110 million, respectively, for the repurchase of warrants. On July 17, 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 $350 million of additional shares or warrants.

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(a)	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 the May 1, 2013 issuance date.

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

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

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

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

(b)

KMR’s distributions are paid in the form of additional shares or fractions thereof calculated by dividing the KMP cash distribution per common unit by the average of the market closing prices of a KMR share determined for a ten-trading day period ending on the trading day immediately prior to the ex-dividend date for the shares.  On July 17, 2013, KMR declared a share distribution of 0.015704 shares per outstanding share (1,880,172 total shares) payable on August 14, 2013 to shareholders of record as of July 31, 2013, based on the $1.32 per common unit distribution declared by KMP.

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

(b)	$1 million and $5 million of cash margin deposits posted by KMI and KMP, 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)	Amounts reflect the change in the fair value of interest rate swap agreements and the change in the fair value of the associated fixed rate debt which exactly offset each other as a result of no hedge ineffectiveness.

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(a)

We expect to reclassify an approximate $17 million gain associated with derivatives and included in our accumulated other comprehensive loss and noncontrolling interest balances as of June 30, 2013 into earnings during the next twelve months (when the associated forecasted transactions are also expected to occur), however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.

(b)

No material amounts were reclassified into earnings as a result of the discontinuance of cash flow hedges because it was probable that the original forecast transactions would no longer occur by the end of the originally specified time period or within an additional two-month period of time thereafter, but rather, the amounts reclassified were the result of the hedged forecast transactions actually affecting earnings (i.e., when the forecast sales and purchases actually occurred).

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

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

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

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

(a)	2012 purchases include a net liability of $246 million of Level 3 energy commodity derivative contracts associated with the EP acquisition. 2013 purchases include a net asset of $18 million of Level 3 energy commodity derivative contracts associated with the Copano acquisition.

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

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

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

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

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

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

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(a)	Increases in the three and six month 2013 amounts versus the three and six month 2012 amounts reflect (i) our May 25, 2012 acquisition of EP; (ii) KMP’s acquisition of Copano; and (iii) recognition of a $558 million non-cash gain in the second quarter of 2013 from the remeasurement of net assets to fair value. See Note 2 for further discussion.

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

(c)	Three and six month 2013 amounts include increases in expense of $162 million and $177 million, respectively, associated with adjustments to certain legal liabilities related to both transportation rate case and environmental matters.

(d)	Six month 2013 amount includes a $141 million increase in earnings from the after-tax gain on the sale of KMP’s investments in the Express pipeline system.

(e)	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.

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

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

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(a)

During the three months ended June 30, 2013, we began applying regulatory accounting to another one of KMP’s pipeline systems due to a newly negotiated long-term tolling agreement approved by the system’s regulator that went into effect in April 2013. The primary impact of applying regulatory accounting was the reclassification of approximately $362 million of current and long-term deferred credits to regulatory liabilities, of which $115 million remains classified as current. KMP expects this regulatory liability to be refunded to rate-payers over approximately the next four years.

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(a)	Retrospectively adjusted as discussed in Note 2.

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

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

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•

KMP’s August 2012 and March 1, 2013 acquisitions of net assets from us as if such acquisitions had taken place on the effective dates of common control. We refer to these two separate transfers of net assets from us to KMP as the drop-down transactions, and we refer to the transferred assets as the drop-down asset groups. We accounted for the drop-down transactions as a combination of entities under common control, and accordingly, the financial information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations include the financial results of the drop-down asset groups for all periods subsequent to the effective dates of common control; and

•

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

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(a)

Based on (i) KMP distributions of $1.32 and $2.62 per common unit declared for the three and six months ended June 30, 2013, respectively, and $1.23 and $2.43 per common unit declared for the three and six months ended June 30, 2012, respectively; (ii) 381 million and 340 million aggregate common units, Class B units and i-units (collectively KMP units) outstanding as of April 29, 2013 and April 30, 2012, respectively; (iii) 433 million and 347 million aggregate KMP units outstanding as of July 31, 2013 and 2012, respectively; (iv) waived incentive distributions of $4 million for the six months ended June 30, 2013 and $7 million and $13 million for the three and six months ended June 30, 2012, respectively. In conjunction with KMP’s acquisition of its initial 50% interest in May 2010, and subsequently, the remaining 50% interest in May 2011 of KinderHawk, we as general partner agreed to waive a portion of our incentive distributions related to this investment from the first quarter of 2010 through the first quarter of 2013; and (v) a waived incentive distribution of $25 million for the three and six months ended June 30, 2013 as a result of KMP’s acquisition of Copano. In addition, we as general partner agreed to waive a portion of our future incentive distributions related to this acquisition in the amounts of $25 million from each of our third and fourth quarter of 2013 incentive distribution amounts, $120 million in 2014, $120 million in 2015, $110 million in 2016, and annual amounts thereafter decreasing by $5 million per year from the 2016 level.

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

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

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(d)	Based on (i) EPB distributions of $0.63 and $1.25 per common unit declared for the three and six months ended June 30, 2013, respectively and $0.55 per common unit declared for the three months ended June 30, 2012; (ii) 216 million common units outstanding as of April 29, 2013; and (iii) 218 million and 208 million common units outstanding as of July 31, 2013 and 2012, respectively.

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

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

(g)	Cash taxes were calculated based on the income and expenses included in the table, deductions related to the income included, and $150 million use of our net operating loss carryforwards.

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

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

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

(k)

Excludes $274 million and $284 million in after-tax expenses for the three and six months ended June 30, 2012, respectively, associated with the EP acquisition and EP Energy sale. This includes (i) $94 million in employee severance, retention and bonus costs; (ii) $67 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; and (iv) $55 million and $64 million, respectively, for the three and six months ended June 30, 2012 for legal fees and reserves.

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

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

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

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

(e)	2012 amounts include $20 million and $42 million for the three and six months ended June 30, 2012, respectively, associated with KMP’s FTC Natural Gas Pipeline disposal group.

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

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(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. Three and six months 2013 includes a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford to fair value and $162 million of expense associated with rate case liability adjustments. Six months 2013 also includes $225 million pre-tax gain on the sale of Express. For more information, see Note 2 “Acquisitions and Divestitures” to our consolidated financial statements included elsewhere in this report.

(h)

Primarily represents pre-tax (income) expense associated with the EP acquisition. For the three and six months ended June 30, 2012 this included (i) $149 million in employee severance, retention and bonus costs (includes $95 million allocated to KMP and EPB); (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; and (iv) $81 million and $90 million, respectively, for the three and six months ended June 30, 2012 for legal fees and reserves.

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

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

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

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

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

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(a)

Includes revenues, earnings from equity investments, allocable interest income and other, net, less operating expenses, allocable income taxes, and other expense (income).  Operating expenses include natural gas purchases and other costs of sales, operations and maintenance expenses, and taxes other than income taxes.  Segment earnings include KMP's allocable income tax expense of $17 million and $11 million for the three months ended June 30, 2013 and 2012, respectively, and $109 million and $19 million for the six months ended June 30, 2013 and 2012, respectively.

(b)	2013 and 2012 amounts include increases in earnings of $399 million and $19 million, respectively, related to the combined effect from all of the 2013 and 2012 certain items impacting EBDA and disclosed below in our management discussion and analysis of segment results.

(c)	2013 and 2012 amounts include increases in expense of $28 million and $383 million, respectively, related to the combined effect from the 2013 and 2012 certain items related to general and administrative expenses disclosed below in “- General and Administrative, Interest, and Noncontrolling Interests.”

(d)	2013 and 2012 amounts include increases of $16 million and $11 million, respectively, related to the combined effect from the 2013 and 2012 certain items related to interest expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(e)	Represents amounts primarily attributable to KMP’s FTC Natural Gas Pipelines disposal group and other, net of tax. 2012 amount includes a $327 million non-cash loss from remeasurement of net assets to fair value.

(f)	2013 and 2012 amounts include increases in earnings of $521 million (net of tax expense of $84 million) and $13 million, respectively, related to the combined effect from all of the 2013 and 2012 certain items impacting EBDA and disclosed below in our management discussion and analysis of segment results.

(g)	2013 and 2012 amounts include increases in expense of $16 million and $403 million, respectively, related to the combined effect from the 2013 and 2012 certain items related to general and administrative expenses disclosed below in “- General and Administrative, Interest, and Noncontrolling Interests.”

(h)	2013 and 2012 amounts include $23 million and $11 million increases, respectively, related to the combined effect from the 2013 and 2012 certain items related to interest expense disclosed below in “—General and Administrative, Interest, and Noncontrolling Interests.”

(i)

Represents amounts primarily 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 $755 million non-cash loss from a remeasurement of net assets to fair value, net of tax, and $7 million of depreciation and amortization expense. The remaining 2012 amount ($57 million) represents KMP’s FTC Natural Gas Pipelines disposal group’s EBDA.

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(a)	Three and six month 2013 amounts include a combined $1 million decrease in revenue related to derivative contracts used to hedge forecasted natural gas, natural gas liquids and crude oil sales.

(b)

Six month 2013 amount includes $1 million increase in expense related to hurricane clean-up and repair activities. Three month 2013 amount includes $1 million decrease in expense related to severance adjustment. Three and six month 2013 amounts also include (i) a $2 million decrease in EBDA related to SNG's sales and use tax audit interest and penalties; and (ii) a $2 million decrease in EBDA related to SNG’s offshore assets hurricane repair costs.

(c)	Three and six month 2013 amounts represent $7 million loss 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.

(d)	Three and six month 2013 amounts include (i) a $558 million gain from the remeasurement of KMP’s previously held 50% equity interest in Eagle Ford to fair value, (ii) a $3 million and $6 million, respectively, decrease in EBDA related to the amortization of regulatory assets associated with SNG's sale of certain assets in November 2012;

(e)	Represents EBDA attributable to KMP’s FTC Natural Gas Pipelines disposal group. Six month 2013 amount represents a $2 million loss from the sale of net assets. Three and six month 2012 amounts include non-cash losses of $327 million and $755 million, respectively, from the remeasurement of net assets to fair value, and also include revenues of $62 million and $133 million, respectively.

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

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

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(a)

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

(b)	Represents EBDA and revenues from those EP subsidiaries not included in KMP or EPB, and including equity-method investments.

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

▪	incremental earnings of $162 million (131%) and $478 million (387%), respectively, from EPB;

▪	incremental earnings of $117 million (172%) and $338 million (496%), respectively, from TGP;

▪	incremental earnings of $65 million (230%) and $163 million (578%), respectively, from EPNG;

▪	incremental earnings of $14 million (119%) and $35 million (203%), respectively, from the other KMI owned assets;

▪	incremental earnings of $17 million (881%) and $38 million (1,954%), respectively, from EP Midstream assets;

▪	incremental earnings of $58 million and $58 million, respectively, from the operations of Copano, which KMP acquired effective May 1, 2013 (but excluding Copano's 50% ownership interest in Eagle Ford which is included below with the 50% interest that KMP already owned);

▪	incremental earnings of $22 million (534%) and $30 million (521%), respectively, from KMP’s total (100%) Eagle Ford natural gas gathering operations, due mainly to the incremental 50% ownership interest it acquired as part of its acquisition of Copano effective May 1, 2013;

▪

increases of $5 million (7%) and $1 million, respectively, from KMP’s Texas intrastate natural gas pipeline group. The increases were driven by higher transport margins (primarily related to Eagle Ford) and lower operating expenses (due mainly to the timing of pipeline integrity expenses), but partially offset by lower natural gas processing margins (due mainly to lower natural gas liquids prices), and for the comparable six month periods, by lower storage margins (due mainly to timing differences on storage settlements). The growth in revenues across both comparable three and six

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▪	decreases of $6 million (28%) and $11 million (28%), respectively, from KMP’s natural gas treating operations, primarily due to lower margins from treating equipment manufacturing.

(a)	Three and six month 2013 amounts include unrealized gains of $7 million and $9 million, respectively, and six month 2012 amount includes unrealized losses of $3 million, all relating to derivative contracts used to hedge forecasted crude oil sales.

(b)	Three and six month 2012 amounts represent the gain from the sale of KMP's ownership interest in the Claytonville oil field.

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

(d)	Represents 100% of the production from the field.  KMP owns an approximately 97% working interest in the SACROC unit, an approximately 50% working interest in the Yates unit, and an approximately 99% working interest in the Katz Strawn 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)	Three and six month 2013 amounts include a $162 million increase in expense associated with rate case liability adjustments. Six month 2013 amount also includes a $15 million increase in expense associated with a legal liability adjustment related to a certain West Coast terminal environmental matter.

(b)	Three and six month 2013 amounts represent the loss from the write-off of assets at KMP’s Los Angeles Harbor West Coast terminal. Also, six month 2012 amount represents $2 million decrease in segment earnings related to assets sold, which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

(c)	Volumes include ethanol pipeline volumes.

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

(e)	Includes Cochin and Cypress pipeline volumes.

(f)	Includes Crude Oil & Condensate pipeline volumes.

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

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increases of $9 million (216%) and $15 million (431%), respectively, from KMP's transmix processing operations. The increases were driven by (i) higher margins on processing volumes, due mainly to favorable pricing; (ii) incremental earnings from third-party sales of excess renewable identification numbers (RINS), generated through KMP's ethanol blending operations; and (iii) incremental income due to the recognition of unfavorable net carrying value adjustments to product inventory in the first half of 2012. The period-to-period increases in revenues were due mainly to the expiration of certain transmix fee-based processing agreements since the second quarter of 2012. Due to the expiration of these contracts, KMP now directly purchases incremental transmix volumes and sell incremental volumes of refined products, resulting in both higher revenues and higher costs of sales expenses;

▪	increases of $3 million (20%) and $3 million (9%), respectively, from KMP's Southeast terminal operations, driven by higher margins from ethanol blending operations, and higher revenues from both butane blending and refined products and bio-fuels throughput volumes;

▪	incremental earnings of $1 million (82%) and $4 million (149%), respectively, from KMP's Kinder Morgan Crude Oil & Condensate Pipeline, which began transporting crude oil and condensate volumes from the Eagle Ford shale gas formation in South Texas to multiple terminaling facilities along the Texas Gulf Coast in October 2012;

▪	increases of $1 million (9%) and $3 million (12%), respectively, from KMP's approximate 51% interest in the Plantation pipeline system-due largely to higher transportation revenues driven by increases in system delivery volumes of 9% and 10%, respectively, and by higher average tariff rates since the end of the second quarter of 2012.

▪	a decrease of $1 million (6%) and an increase of $13 million (39%), respectively, from KMP's Cochin Pipeline. The quarter-to-quarter decrease was due mainly to lower non-operating income, resulting from the favorable settlement of a

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▪	decreases of $6 million (9%) and $7 million (5%), respectively, from KMP’s Pacific operations, primarily attributable to a reduction in mainline transportation revenues recorded in the second quarter of 2013. The reduction in transport revenues related to rate reductions associated with various interstate and California intrastate rate case decisions.

(a)	Three and six month 2013 amounts include increases in expense of $13 million and $14 million, respectively, related to hurricane clean-up and repair activities at KMP’s New York Harbor and Mid-Atlantic terminals.

(b)

Three and six month 2013 amounts include a $28 million casualty indemnification gain related to 2012 hurricane activity at KMP’s New York Harbor and Mid-Atlantic terminals. Three and six month 2012 amounts include a $12 million casualty indemnification gain related to a 2010 casualty at KMP’s Myrtle Grove, Louisiana, International Marine Terminal Facility. Also, three and six month 2013 amounts include $1 million decreases in segment earnings, and six month 2012 amount includes a $1 million decrease in segment earnings, all relating to assets sold, which had been revalued as part of the going-private transaction and recorded in the application of the purchase method of accounting.

(c)	Three and six month 2013 amounts include a $1 million casualty indemnification gain related to 2012 hurricane activity at KMP’s New York Harbor and Mid-Atlantic terminals.

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

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

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(a)	Six month 2013 amount includes a $225 million gain from the sale of KMP’s equity and debt investments in the Express pipeline system.

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

(c)	Represents Trans Mountain pipeline system volumes.

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

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(a)

Three and six month 2013 amounts include decreases in expense of (i) $14 million and $29 million, respectively, related to EP post-merger pension credits; (ii) $5 million and $11 million, respectively, elimination of intercompany rent expense included in KMP and EPB general and administrative expenses; (iii) $5 million for six month 2013 for an overaccrual related to The Oil Insurance Limited exit premium; and (iv) $3 million for six month 2013 related to grantor trust credit; partially offset by increases in expense of (i) $4 million and $5 million, respectively, related to the EP acquisition; and (ii) $1 million and $3 million, respectively, related to rent expense on unoccupied space. Three and six month 2012 amounts include $279 million and $289 million, respectively, of pre-tax expenses associated with the EP acquisition and EP Energy sale, which primarily consists of (i) $54 million in employee severance, retention and bonus costs; (ii) $87 million of accelerated EP stock based compensation allocated to the post-combination period under applicable GAAP rules; (iii) $37 million in advisory fees; and (iv) $81 million and $90 million, respectively, for the three and six months ended June 30, 2012 for legal fees and litigation reserves.

(b)

The NGPL Holdco LLC fixed fee revenues of $9 million for both three months ended June 30, 2013 and 2012, and of $18 million for both six months ended June 30, 2013 and 2012, have been included in the “Product sales and other” caption in our accompanying consolidated statements of income with the offsetting expenses primarily included in the “General and administrative” expense caption in our accompanying consolidated statements of income.

(c)

Three and six month 2013 amounts include (i) increases in expense of $28 million and $32 million, respectively, associated with unallocated legal expenses and certain asset and business acquisition costs; and (ii) increases in severance expense of $4 million and $5 million, respectively, associated with the asset drop-down groups and allocated to KMP from us (however, KMP does not have any obligation, nor did it pay any amounts related to this expense). Six month 2013 amount also includes a $9 million increase in expense attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates. Three and six month 2012 amounts include an increase in expense of $73 million (including $66 million of EP acquisition expenses for employee severance, retention and bonus costs) attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates. Six month 2012 amount also includes a $1 million increase in unallocated severance expense associated with certain Terminal operations.

(d)	Includes expenses and transactions for the periods after the May 25, 2012 EP acquisition date. 2013 and 2012 amounts include $1 million and $29 million, respectively, in severance allocated to EPB from us; however, EPB does not have any obligation, nor did it pay any amounts related to this expense.

(e)

Three and six month 2013 amounts include (i) $15 and $18 million, respectively, of amortization of capitalized financing fees which are associated with KMI's remaining debt issued to finance the cash portion of the EP acquisition purchase price; and (ii) $3 million and $7 million, respectively, of interest on margin for marketing contracts. 2012 amounts include $11 million of amortization expense on the EP acquisition bridge-loan financing fees.

(f)

Three and six month 2013 amounts include a $2 million decrease in interest expense associated with debt fair value adjustments recorded in purchase accounting for KMP’s Copano acquisition. Six month 2013 amount also includes a $15 million increase in interest expense, and three and six month 2012 amounts include a $19 million increase in interest expense, all attributable to KMP’s drop-down asset groups for periods prior to the acquisition dates.

(g)

Three and six month 2013 amounts include increases of $3 million and $5 million, respectively, in net income attributable to KMP’s noncontrolling interests, and the three and six month 2012 amounts include an increase of $1 million and a decrease of $3 million, respectively, in net income attributable to KMP’s noncontrolling interests, all related to the combined effect from all of the three and six month 2013 and 2012 certain items previously disclosed in the footnotes to the tables included above in “-Results of Operations.”

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(a)	Six months ended June 30, 2013, Remaining 2013, and Full Year 2013 include $19 million, $39 million, and $58 million for our proportionate share of sustaining capital expenditures of unconsolidated joint ventures, respectively.

(b)	Includes discretionary capital expenditures of unconsolidated joint ventures and acquisitions (excluding KMP’s acquisition of Copano), which amounted to $430 million for the six months ended June 30, 2013.

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a $1 billion increase in cash from overall higher net income after adjusting our period-to-period $1.8 billion increase in net income for non-cash items primarily consisting of lower losses from both the sale and the remeasurement of net assets to fair value; the first six months 2013 gain on the sale of our investments in the Express Pipeline System; deferred income taxes, depreciation, depletion and amortization; and an increase in transportation rate case liabilities and legal liabilities; and

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a $305 million decrease associated with net changes in working capital items and non-current assets and liabilities, and other non-cash income and expense items. The decrease includes (i) a $152 million net decrease in cash due to unfavorable changes in the collection and payment of trade and related party receivables and payables (including cash book overdrafts) and natural gas transportation and exchange imbalance receivables and payables due primarily to the timing of invoices received from customers and paid to vendors and suppliers; and (ii) a $36 million decrease in cash due to lower net dock premiums and toll collections received from KMP’s Trans Mountain pipeline system customers, due to lower shipper bids for dock space, driven by market price conditions.

▪	a $4,714 million increase from the acquisitions of assets and investments from unrelated parties primarily driven by the $4,970 million net outlay of cash in 2012 for the EP acquisition;

▪	a $528 million decrease in cash due to higher capital expenditures, as described above in “—Capital Expenditures;” and

▪	a combined $491 million increase from the proceeds received in the first quarter of 2013 from both KMP’s sale of the investments in the Express pipeline system (as discussed in Note 2 “Acquisitions and Divestiture—Express Pipeline System” to our consolidated financial statements included elsewhere in this report) and our sale of BBPP Holdings Ltda.

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a $5,532 million net decrease in cash from overall debt financing activities primarily due to (i) a $5,288 million decrease due to net proceeds received from the EP acquisition debt issued in the second quarter of 2012; (ii) a $1,171 million decrease resulting from the $1,186 million of repayments made on the acquisition debt in 2013, primarily funded by the cash portion of the drop-down transactions, compared to $15 million of repayments made on the EP acquisition debt in 2012. Further information regarding the drop-down transactions and the acquisition debt are discussed in Note 2 “Acquisitions and Divestitures—Drop-Down of EP Assets to KMP” and Note 3 “Debt—KMI,” respectively, to our consolidated financial statements included elsewhere in this report; and (iii) a $933 million net increase in our and our subsidiaries’ other debt repayments and debt issuances, as summarized below.

▪	a $333 million decrease in cash due to higher dividend payments;

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a $248 million decrease in cash associated with distributions to non-controlling interests, primarily reflecting the increased distributions to common unit owners by KMP and EPB. Further information regarding KMP and EPB's distributions are included in Note 4 “Stockholders' Equity-Noncontrolling Interests—Distributions” in our consolidated financial statements included elsewhere in this report; and

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a $792 million increase in contributions provided by non-controlling interests, (discussed in Note 4 “Stockholders' Equity -Noncontrolling Interests-Contributions” to our consolidated financial statements included elsewhere in this report), primarily reflecting the following: (i) the $907 million proceeds KMP received, after commissions and underwriting expenses, from the sales of additional KMP common units in the first half of 2013, (including $73 million received for i-units that KMR purchased using the proceeds from the sale of its common shares versus the $277 million KMP received from the sales of additional KMP common units in the comparable 2012 period, (ii) the $73 million contributions KMP received from its Battleground Oil Specialty Terminal Company LLC (BOSTCO) partners in the first half of 2013; and (iii) the $85 million of proceeds EPB received from its issuance of common units in the first half of 2013.

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(a)	Includes an additional 6,548,522 warrants repurchased from May 1, 2013 to June 30, 2013 for $38 million as authorized by KMI’s board of directors, separate and apart from the publicly announced repurchase programs discussed in footnote (b) below.

(b)

On May 23, 2012, we announced that our board of directors had approved a warrant repurchase program, authorizing us to repurchase in the aggregate up to $250 million of warrants. As of May 2013, we completed the repurchase of $250 million of warrants pursuant to this publicly announced repurchase program. On July 17, 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 $350 million of additional shares of our common stock and warrants.

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