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April 25, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:    Robert Babula

        Karl Hiller

        Office of Energy & Transportation

Re:    Kinder Morgan, Inc.

Form 10-K for the Fiscal Year ended December 31, 2022

Filed February 8, 2023

File No. 001-35081

Ladies and Gentlemen:

In this letter, we set forth our responses to the comments contained in the letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 28, 2023, with respect to the above-referenced filing (the “2022 Form 10-K”).  For your convenience, we have repeated in bold type the comments exactly as set forth in the March 28 comment letter.  Our response is set forth immediately below the text of each comment.

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 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.

We acknowledge the Staff’s comment.  Our disclosure in the subsection of our MD&A titled “Overview” states that management evaluates our performance using Segment EBDA and Net income attributable to Kinder Morgan, Inc., along with the non-GAAP measures identified.

Item 303 of Regulation S-K requires disclosure of information relevant to assessing our financial condition and results of operations to enable readers of our reports to see our company from management’s perspective. We believe our 2022 Form 10-K disclosure accomplished this objective by discussing the material factors influencing consolidated earnings for the period, as well as the primary drivers affecting our core operating results by segment.

We address known trends that have or could have a significant impact on our consolidated results within the “General” section of the MD&A. However, considering our geographically vast, operationally diverse portfolio of assets, relevant trends are more likely to have a significant impact on one or more of our business segments or regions within our business segments than on our consolidated enterprise.  In our 2022 Form 10-K, trends specific to each business segment are discussed within the “Segment Earnings Results” section of the MD&A. An example would be commodity price impacts explained within the “Midstream” section of the “Natural Gas Pipelines” discussion.

In response to the Staff’s comment we will, in future quarterly and annual reports, align the consolidated earnings results table format with that of the Consolidated Statements of Income and will expand the discussion of our consolidated revenues, cost of sales, and operating and maintenance expenses. We refer the Staff to pages 30 to 31 of our Quarterly Report on Form 10-Q for the three months ended March 31, 2023 (our “First Quarter 10-Q”).

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.

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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.

We acknowledge the Staff’s comment. We believe that our descriptions of our non-GAAP measures are compliant with Item 10(e)(1)(i)(C) and (D) of Regulation S-K, which require disclosure of (i) the reasons why management believes that presentation of the non-GAAP measures provides useful information to investors regarding the registrant’s financial condition and results of operations; and, (ii) to the extent material, a statement disclosing additional purposes, if any, for which management uses the non-GAAP measure. As requested, below are descriptions of how non-GAAP measures have served in the manner described.

For the Staff’s ease of reference, we precede our response regarding each measure below with a summary description of how the measure is calculated.

In response to the Staff’s comment we will, in future quarterly and annual reports, revise our disclosure to enhance our discussion of the usefulness of these non-GAAP financial measures.  We refer the Staff to pages 27-29 of our First Quarter Form 10-Q.

Adjusted Earnings

For reference: Adjusted Earnings is defined as Net income attributable to Kinder Morgan, Inc. adjusted for Certain Items.  Certain Items are items that are required by GAAP to be reflected in Net income attributable to Kinder Morgan, Inc., but typically either (i) do not have a cash impact (for example, unsettled commodity hedges and asset impairments), or (ii) by their nature are separately identifiable from our normal business operations and in most cases are likely to occur only sporadically (for example, certain legal settlements, enactment of new tax legislation and casualty losses).

We began disclosing Adjusted Earnings based on interest from multiple external users, including investors, research analysts and media.  Certain Items are generally non-cash or separately identifiable from our normal business operations, and many are sporadic in nature. For example, Certain Items would include large one-time gains on asset sales as well as losses from asset impairments. Accordingly, we believe that Adjusted Earnings provides our investors and other users of our financial statements decision-useful information regarding our period-over-period performance and our ability to generate earnings that are core to our ongoing operations.

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DCF

For reference: DCF is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items, and further for DD&A and amortization of excess cost of equity investments, income tax expense, cash taxes, sustaining capital expenditures and other items, and amounts from joint ventures for income taxes, DD&A and sustaining capital expenditures.

We and our investment community view DCF as an important supplemental performance measure that reflects our company’s ability to generate ongoing economic earnings. Most of Kinder Morgan’s midstream energy peer companies also employ a form of DCF to measure performance. As a result, DCF is frequently used by investors and analysts, and by us, as a metric to compare the performance of companies across our industry.

We consider DCF a performance measure that gives economic effect to net income for reasons specific to a business such as Kinder Morgan's, which involves large infrastructure assets with correspondingly large amounts of depreciation. By adding back DD&A that is expensed on our GAAP income statement and subtracting capital expenditures actually paid during the period to extend the useful lives of our company’s existing capital assets (which capital expenditures are referred to as “sustaining capital expenditures”), we believe DCF provides additional insight into the specific costs associated with Kinder Morgan’s assets in the current period.  Our sustaining capital expenditures are determined annually on a bottom-up basis to reflect specific integrity, environmental and regulatory needs required for each of our assets (as compared to DD&A, which does not take those specific factors into account). Further, because DCF reflects adjustment for Certain Items, it does not reflect large items that are separately identifiable from our normal business operations, as discussed previously. This facilitates period-to-period comparisons of our performance from ongoing business activities.

As disclosed in our annual proxy statement, DCF per share serves as the primary financial performance measure for purposes of annual bonuses, not only for executive officers but for all employees, under our annual incentive compensation program, and for performance-based vesting of equity compensation granted to executive officers under our long-term incentive compensation program.

Adjusted Segment EBDA

For reference: Adjusted Segment EBDA is calculated by adjusting Segment EBDA for Certain Items attributable to the segment.

We consider Adjusted Segment EBDA as representative of the ongoing core operational performance of our business segments outside of matters that, in management’s judgment, are separately identifiable from the segment’s core operations in the period

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affected. This facilitates period-over-period comparisons of our performance from ongoing business activities. This metric is used by investors, other external users, and by us, to understand performance trends across our business segments and to understand our business segments’ relative contributions to our consolidated performance.

In addition, as disclosed in our annual proxy statement, Adjusted Segment EBDA is used as a factor in determining compensation under our annual incentive compensation program for our business segment presidents (all of whom we consider executive officers of KMI) and other business segment employees.

Adjusted EBITDA and Net Debt

For reference: Adjusted EBITDA is calculated by adjusting Net income attributable to Kinder Morgan, Inc. for Certain Items and further for DD&A and amortization of excess cost of equity investments, income tax expense and interest.  We also include amounts from joint ventures for income taxes and DD&A. Net Debt is calculated by subtracting from debt (1) cash and cash equivalents, (2) debt fair value adjustments, and (3) the foreign exchange impact on Euro-denominated bonds for which we have entered into currency swaps.

We and our investment community view Adjusted EBITDA as an important metric to compare results as well as valuations of companies across our industry. Most of Kinder Morgan’s midstream energy peer companies also employ a form of adjusted EBITDA. It is a helpful additional metric that facilitates period-over-period comparisons of results from ongoing business activities. As it is before interest expense and taxes, it is a helpful comparison across businesses with different capital structures and tax attributes, both in our industry and across industries.

We, as well as our investors and lenders, use Adjusted EBITDA, in conjunction with our Net Debt, to evaluate our leverage.  Debt to EBITDA ratios are widely considered useful for gauging an enterprise’s ability to repay long-term debt, and management monitors our ratio of Net Debt-to-Adjusted EBITDA for this purpose.

Our Adjusted EBITDA and Net Debt calculations are consistent with the calculations of Consolidated EBITDA and Consolidated Net Indebtedness, respectively, included in the financial covenants in our revolving credit facility.

Finally, as disclosed in our annual proxy statement, our ratio of Net Debt-to-Adjusted EBITDA is a supplemental performance target used for purposes of annual bonuses, not only for executive officers but for all employees, under our annual incentive compensation program.

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

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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.

We acknowledge the Staff’s comment and have provided responses to each item below.

•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.

In future quarterly and annual filings, we will omit references to Total Segment EBDA.

•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.

In future quarterly and annual filings, we will revise our description of Segment EBDA as follows:

GAAP Financial Measures

The Consolidated Earnings Results for the years ended December 31, 2022 and 2021 present Segment EBDA and Net income attributable to Kinder Morgan, Inc., as which are prepared and presented in accordance with GAAP, and Segment EBDA, which is disclosed in Note 16, “Reportable Segments,” pursuant to FASB ASC 280. The composition of Segment EBDA is not addressed nor prescribed by generally accepted accounting principles.  Segment EBDA is a useful measure of our operating performance because it measures the operating results of our segments before DD&A and certain expenses that are generally not controllable by our business segment operating managers, such as general and administrative expenses and corporate charges, interest expense, net, and income taxes.  Our general and administrative expenses and corporate charges include such items as unallocated employee benefits, insurance, rentals, unallocated litigation and environmental expenses, and shared corporate services including accounting, information technology, human resources and legal services.

We refer the Staff to page 27 of our First Quarter 10-Q.

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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 referenced presentation was intended to provide transparency with respect to the individual components of Certain Items using separate tabular breakouts, captioned “Supplemental Items” and “DD&A, General and Administrative and Corporate Charges, Interest net, and Noncontrolling Interests,” which are cross referenced in footnotes to our non-GAAP reconciliation tables. In fu