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March 28, 2023
David Michels
Chief Financial Officer
Kinder Morgan, Inc.
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
Re:Kinder Morgan, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 8, 2023
File No. 001-35081
Dear David Michels:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis
Results of Operations
Overview, page 39
1.We note your disclosure indicating that you evaluate performance primarily using various
non-GAAP measures and, from your disclosures beginning on page 42, it also appears that
you have not provided a discussion and analysis that includes the consolidated measures
of revenues, cost of sales, or operations and maintenance expense.

The guidance in Item 303(a) and (b)(2) of Regulation S-K requires a discussion and
analysis of the consolidated financial statements, including (i) significant components of
revenues and expenses that would be material to an understanding of the results of
operations; (ii) known trends or uncertainties that have had or that are reasonably likely to
have a material favorable or unfavorable impact on revenues; (iii) events that are

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reasonably likely to cause a material change in the relationship between costs and
revenues; and (iv) the extent to which material changes in revenues are attributable to
changes in prices or to changes in the volume or amount of goods or services being sold.

Please expand your discussion and analysis to address revenues, cost of sales, and
operations and maintenance expense on a consolidated basis, including details that are
responsive to the requirements referenced above.
Non-GAAP Financial Measures, page 44
2.We note that you describe various non-GAAP measures and the reasons you believe these
are useful although we generally do not see disclosures clarifying how management has
actually considered or utilized the measures in any way relative to the reasons identified,
with regard to performance, liquidity, or resource allocation decisions.

For example, you indicate that Adjusted Earnings reflects on your ability to generate
earnings; DCF is used in evaluating performance and in measuring and estimating the
ability of your assets to generate cash earnings that could be used for discretionary
purposes; Adjusted Segment EBDA is used in your analysis of segment performance and
provides insight into the ability of your segments to generate cash earnings on an ongoing
basis; and Adjusted EBITDA and Net Debt are used in evaluating leverage.

Tell us how these measures have served in the manner that you suggest and the reasons
why you have not provided corresponding disclosures.
3.We note that you identify 163 or more numerical measures as non-GAAP measures in
the tabulations on pages 43-55, and that many of the reconciliations among these
tabulations utilize non-GAAP reconciling items, incomplete details of the reconciling
items (e.g. certain items), and intermediary non-GAAP measures.

It appears that you would need to substantially revise these disclosures to comply
with Item 10(e) of Regulation S-K.  To the extent that you wish to retain this information,
please submit revisions that you propose to address the following points.

•Total Segment EBDA on pages 42 and 43 should be identified as a non-GAAP
measure, consistent with the guidance in the answer to C&DI Question 104.04, and a
separate and distinct reconciliation should be provided from gross margin in
accordance with GAAP as the most directly comparable GAAP measure.

•Your references to Segment EBDA as a GAAP measure should be revised to clarify
that while you are disclosing the measure in Note 16 to your financial statements
pursuant to FASB ASC 280, as a segment performance measure selected and utilized
by your CODM, the composition of the measure is not addressed nor prescribed by
generally accepted accounting principles.

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•The individual components of the "Certain Items" referenced in the
tabulations should be separately identified and quantified in each tabulation.

•The line items and columns reflecting adjustments that have the effect of (i)
excluding amounts that are included in the most directly comparable GAAP measure,
or (ii) including amounts that are excluded from the most directly comparable GAAP
measure, should be clearly identified as non-GAAP measures, consistent with the
guidance in the answer to C&DI Question 100.05, and independently reconciled to
the most directly comparable GAAP measure.

•You presentation of non-GAAP measures in the tabulation on page 43 and use of
non-GAAP measures in advance of GAAP measures in several reconciliations,
should be removed or revised to conform to the guidance on prominence in the
answers to C&DI Questions 102.10(a) and 102.10(b).

•The tabulation on page 44 presently shows reconciliations between Adjusted
Segment EBDA, Adjusted EBITDA, and DCF; and would therefore appear to require
disaggregation into three separate reconciliations, each starting with the most directly
comparable GAAP measure, to comply with Item 10(e).

•The reconciliation on page 45 between Net income attributable to Kinder Morgan,
Inc. and Adjusted EBITDA appears to include several reconciling items that have
been adjusted for "Certain Items" in addition to the "Certain Items" listed in the first
section of the table.  We believe that you would need to provide separate line items
for each reconciling item rather than using a composition of amounts or pre-adjusted
non-GAAP measures as reconciling items.

•Given your columnar reconciliation approach in tabulations on pages 43, 48, 50, 53,
and 55, and considering that zeros are shown as adjustments for many line items,
many summations are inappropriately identified as non-GAAP measures and should
therefore be revised or replaced with a presentation that retains GAAP labeling for
GAAP measures, and non-GAAP labeling for non-GAAP measures.
4.Given your extensive use of adjustments for “Certain Items” in calculating your non-
GAAP measures Adjusted Earnings, Adjusted Segment EBDA, Distributable Cash Flow
(“DCF”), and Adjusted EBITDA, tell us why you have not eliminated the $32 million in
gains on divestitures of long-lived assets reported on page 89 in computing your non-
GAAP measures, considering the guidance in the answer to C&DI Question 100.03.
5.Tell us why you believe the adjustments for “joint venture DD&A and income tax
expense” utilized in calculating your non-GAAP DCF and Adjusted EBITDA measures,
would not constitute individually tailored recognition and measurement methods that are
contrary to GAAP and the guidance in the answer to C&DI Question 100.04.

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Also explain to us why you believe the specific adjustments are relevant to each of the
non-GAAP measures in which they are utilized, and consistent with the reasons that you
have described for reporting the non-GAAP measures.
6.Given your disclosure indicating DCF is utilized not only as a performance measure but
also in measuring and estimating the ability of your assets to generate cash earnings that
could be used for discretionary purposes, also considering your disclosure of DCF per
share and dividends per share on page 44, and the associated commentary in your earnings
releases, it appears that DCF is being utilized as a non-GAAP liquidity measure.

We believe that you would need to provide a reconciliation from operating cash flows as
the most comparable GAAP based measure and remove the DCF per share metric,
consistent with the answer to C&DI Question 102.05.
7.We note your disclosure in the last paragraph on page 39 stating "Management
compensates for the limitations of these non-GAAP financial measures by reviewing our
comparable GAAP measures, understanding the differences between the measures and
taking this information into account in its analysis and its decision-making processes."

Tell us which specific GAAP measures are referenced with this statement and describe
the information that you have considered or utilized based on GAAP measures in your
analysis and decision-making processes, incremental to your non-GAAP measures.

Provide us with a complete list of GAAP measures of segment operations that
are available for use by your CODM in conjunction with decisions that require assessing
performance and allocating resources, and a comprehensive description of all periodic
management reports that are viewed by your CODM.
Liquidity and Capital Resources
Capital Expenditures, page 59
8.We note your disclosure indicating that you distinguish between sustaining and expansion
capital expenditures based on whether the expenditure will maintain or increase
throughput capacity, and we see that you report $901 million and $1,709 million in
sustaining and expansion capital expenditures for 2022.

Please expand your disclosure to clarify how the amount of your sustaining capital
expenditures compares to the average that would be necessary to sustain throughput over
the long term, describe the implications of expansion capital expenditures on future
sustaining capital expenditures, and considering that depreciation and
amortization reflects an allocation of the costs of physical assets over their useful lives,
address the difference between your sustaining capital expenditures and the depreciation
and amortization of $2,186 million that you report for the period.

Also revise your disclosure in footnote (a) indicating that you have included $140 million
"...for sustaining capital expenditures from unconsolidated joint ventures, reduced by

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March 28, 2023
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consolidated joint venture partners’ sustaining capital expenditures," to clarify your role as
the apparent recipient of funds from unconsolidated entities, and the reasons that you
would be reporting these as your capital expenditures, and why these would be offset by
capital expenditures made by partners in consolidated entities.
Financial Statements
Note 2 - Summary of Significant Accounting Policies
Cost of Sales, page 83
9.We note that you describe cost of sales as cost to purchase energy commodities sold,
including natural gas, crude oil, NGL and other refined petroleum products and the effects
of certain hedging activities, although excluding the costs of crude oil, gas and CO2
producing activities, which appear to be reported as operations and maintenance expense.
We also note that your measure excludes depreciation, depletion and amortization.

Please revise your presentation on page 71 to separately identify the excluded amounts
applicable to cost of sales in accordance with GAAP, consistent with the guidance in SAB
Topic 11:B, and considering the associated guidance on inventory and contract accounting
in FASB ASC 330-10-30-1 and 340-40-25-7, and the requirements pertaining to costs of
tangible goods sold in Rule 5-03 of Regulation S-X.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation