KINDER MORGAN, INC.

(Unaudited)

1. General

Organization

We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 78,000 miles of pipelines, more than 130 terminals, over 700 Bcf of working natural gas storage capacity, and RNG generation capacity of approximately 6.9 Bcf per year of gross production. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO 2, renewable fuels, and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, jet fuel, chemicals, metals, petroleum coke, and ethanol and other renewable fuels and feedstocks.

Basis of Presentation

General

Our accompanying unaudited consolidated financial statements have been prepared under the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the FASB’s Accounting Standards Codification (ASC), the single source of GAAP. In compliance with such rules and regulations, all significant intercompany items have been eliminated in consolidation.

In our opinion, all adjustments, which are of a normal and recurring nature, considered necessary for a fair statement of our financial position and operating results for the interim periods have been included in the accompanying consolidated financial statements, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2025 Form 10-K.

The accompanying unaudited consolidated financial statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. We evaluate our financial interests in business enterprises to determine if they represent variable interest entities where we are the primary beneficiary. If such criteria are met, we consolidate the financial statements of such businesses with those of our own.

Goodwill

In addition to periodically evaluating long-lived assets and goodwill for impairment based on changes in market conditions, we evaluate goodwill for impairment on May 31 of each year. For our May 31, 2026 evaluation, we grouped our businesses into seven reporting units as follows: (i) Natural Gas Pipelines Regulated; (ii) Natural Gas Pipelines Non-Regulated; (iii) CO 2; (iv) Products Pipelines (excluding associated terminals); (v) Products Pipelines Terminals (evaluated separately from Products Pipelines for goodwill purposes); (vi) Terminals; and (vii) Energy Transition Ventures.

The fair value estimates used in our goodwill impairment test include Level 3 inputs of the fair value hierarchy. The inputs include valuation estimates, which include assumptions primarily involving management’s judgments and estimates. For all reporting units other than the Energy Transition Ventures reporting unit within our CO 2 business segment, we estimated fair value based on a market approach utilizing forecasted earnings before interest, income taxes, DD&A expenses (EBITDA), and the enterprise value to estimated EBITDA multiples of comparable companies for each of our reporting units. The value of each reporting unit was determined from the perspective of a market participant in an orderly transaction between market participants at the measurement date. For the Energy Transition Ventures reporting unit, which had a goodwill balance of $114 million as of September 30, 2026, we estimated fair value based on an income approach, which includes assumptions regarding future cash flows based primarily on production growth assumptions, terminal values, and discount rates.

The results of our May 31, 2026 annual impairment test indicated that for each of our reporting units, the reporting unit’s fair value exceeded the carrying value (by at least 10%). We did not identify any triggers requiring further impairment analysis subsequent to our annual goodwill impairment test. Changes to any one or a combination of the factors described above would result in a change to the reporting unit fair values, which could lead to future impairment charges. Such potential non-cash impairments could have a significant effect on our results of operations.

Earnings per Share (EPS)

The following table sets forth net income allocated to common stockholders and EPS, calculated using the two-class method:

(a)Participating securities consist of unvested stock awards issued to employees and non-employee directors. These awards receive dividend equivalents but do not share in net losses or distributions in excess of earnings.

Our potential common stock equivalents, consisting of outstanding unvested stock awards and convertible trust preferred securities, were excluded from the diluted EPS calculation for all periods presented above, as their inclusion would have been antidilutive.

2. Acquisitions and Divestiture

As of September 30, 2026, our allocations of purchase price by acquisition are detailed below:

(1) Monument Pipeline System Acquisition

On May 1, 2026, we completed the acquisition of the Monument Pipeline, a natural gas pipeline system serving Houston, Texas and the surrounding metropolitan area, from ARM Energy Holdings for a purchase price of $503 million, including purchase price adjustments for working capital. Other long-term assets within the preliminary purchase price allocation consist of customer relationships intangibles with a weighted average amortization period of approximately 14 years. The acquisition includes approximately 225 miles of pipelines and provides transportation and storage services to gas utilities, LNG shippers, and industrial customers. The acquired assets are included in our Natural Gas Pipelines business segment.

(2) Outrigger Energy Acquisition

On February 18, 2025, we completed the acquisition of a natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC for a purchase price of $648 million, including purchase price adjustments for working capital. Other long-term assets within the purchase price allocation consist of a customer relationships intangible with a weighted average amortization period of approximately 15 years. The acquisition includes a 0.27 Bcf/d processing facility and a 104-mile, large-diameter, high-pressure rich gas gathering header pipeline with 0.35 Bcf/d of capacity connecting supplies from the Williston Basin area to high-demand markets. The acquired assets are included in our Natural Gas Pipelines business segment.

Pro Forma Information

Pro forma consolidated income statement information that gives effect to the above acquisitions as if they had occurred as of January 1 of each year preceding each transaction is not presented because it would not be materially different from the information presented in our accompanying consolidated statements of income.

Divestiture

Terminals Divestiture

On September 1, 2026, in our Terminals business segment, we divested certain terminals and terminal assets located in the Tampa, Florida area in exchange for net consideration of $136 million, after working capital adjustments, consisting of (i) $81 million of cash proceeds, which is reflected as an investing activity within “Net proceeds (cost of removal) from sales of assets” on our consolidated statement of cash flows, and (ii) $55 million additional interests in an equity investment. In conjunction with this transaction, we recorded a net gain of $71 million, reported within “Other income, net” on our consolidated statement of income, which includes a $9 million reduction to goodwill.

3. Debt

The following table provides information on the principal amount of our outstanding debt balances:

(a)The weighted average interest rate on borrowings at December 31, 2025 was 3.85%.

(b)Consists of senior notes denominated in Euros that have been converted to U.S. dollars and are respectively reported above at the September 30, 2026 exchange rate of $1.1330 U.S. dollars per Euro and at the December 31, 2025 exchange rate of $1.1746 U.S. dollars per Euro. As of September 30, 2026 and December 31, 2025, the cumulative changes in the exchange rate of U.S. dollars per Euro since issuance had resulted in an increase of $24 million and $44 million, respectively. As of September 30, 2026, we had outstanding associated cross-currency swap agreements which are designated as cash flow hedges.

(c)Reflects the portion of cash consideration payable if all the outstanding securities as of the end of the reporting period were converted by the holders.

(d)Excludes our “Debt fair value adjustments” which decreased our total debt balance by $98 million as of September 30, 2026 and increased our total debt balance by $180 million as of December 31, 2025.

We and substantially all of our wholly owned domestic subsidiaries are parties to a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement. In addition, substantially all of our wholly owned domestic subsidiaries guarantee our obligations under our credit facility pursuant to a guarantee agreement executed in connection with our credit facility.

On August 6, 2026, we issued in a registered offering, two series of senior notes consisting of $1,150 million aggregate principal amount of 5.55% senior notes due 2036 and $600 million aggregate principal amount of 6.15% senior notes due 2056 and received combined net proceeds of $1,730 million.

Credit Facilities and Restrictive Covenants

On May 21, 2026, we, as borrower, entered into an Amended and Restated Revolving Credit Agreement (the “Amended Credit Facility”) with Barclays Bank PLC, as administrative agent (“Barclays”), and the lenders listed on the signature pages to such Amended Credit Facility, which amended and restated the Company’s $3.5 billion Revolving Credit Agreement dated August 20, 2021 (as previously amended, the “Existing Credit Facility”).

The Amended Credit Facility amended certain provisions of the Existing Credit Facility to, among other things, (i) extend the stated maturity date from August 20, 2026 to May 21, 2031, and (ii) increase the amount of the facility available for swingline loans from $50 million to $400 million. Substantially all of our wholly owned domestic subsidiaries guarantee our obligations under the Amended Credit Facility pursuant to a guaranty agreement.

Depending on the type of loan request, our borrowings under our Amended Credit Facility bear interest at either (i) the greatest of (1) the Federal Funds Rate plus 0.5%; (2) the Prime Rate; or (3) the Term SOFR for a one-month period plus 1% or (ii) Term SOFR or (iii) Daily Simple SOFR, plus, in each case, an applicable margin ranging from 0.000% to 1.500% per annum based on our credit rating. Standby fees for the unused portion of the credit facility will be calculated at a rate ranging from 0.075% to 0.200%.

The Amended Credit Facility contains financial and various other covenants that apply to us and our subsidiaries and are common in such agreements, including a maximum ratio of Consolidated Net Indebtedness to Consolidated EBITDA (as defined in the Amended Credit Facility, as amended) of 5.50 to 1.00, for any four-fiscal-quarter period. Other negative covenants include restrictions on our and certain of our subsidiaries’ ability to incur debt, grant liens, make fundamental changes, or engage in certain transactions with affiliates, or in the case of certain material subsidiaries, permit restrictions on dividends, distributions, or making or prepayments of loans to us or any guarantor. The Amended Credit Facility also restricts our ability to make certain restricted payments if an event of default (as defined in the Amended Credit Facility) has occurred and is continuing or would occur and be continuing.

As of September 30, 2026, we hadno borrowings outstanding under our credit facility, no borrowings outstanding under our commercial paper program, and $10 million in letters of credit. Our availability under our credit facility as of September 30, 2026 was approximately $3,490 million. For the periods ended September 30, 2026 and 2025, we were in compliance with all required covenants.

Fair Value of Financial Instruments

The carrying value and estimated fair value of our outstanding debt balances are disclosed below:

(a)Included in the estimated fair value are amounts for our Trust I Preferred Securities of $217 million as of both September 30, 2026 and December 31, 2025.

We used Level 2 input values to measure the estimated fair value of our outstanding debt balance as of both September 30, 2026 and December 31, 2025.

4. Stockholders’ Equity

Class P Common Stock

Dividends

The following table provides information about our per share dividends:

On October 21, 2026, our board of directors declared a cash dividend of $0.2975 per share for the quarterly period ended September 30, 2026, which is payable on November 16, 2026 to shareholders of record as of the close of business on November 2, 2026.

Accumulated Other Comprehensive Income (Loss)

Changes in the components of our “Accumulated other comprehensive income (loss)” not including noncontrolling interests are summarized as follows:

5. Risk Management

Certain of our business activities expose us to risks associated with unfavorable changes in the market price of natural gas, NGL, and crude oil. We also have exposure to interest rate and foreign currency risk as a result of the issuance of our debt obligations. Pursuant to our management’s approved risk management policy, we use derivative contracts to hedge or reduce our exposure to some of these risks.

Energy Commodity Price Risk Management

As of September 30, 2026, we had the following outstanding commodity forward contracts to hedge our forecasted energy commodity purchases and sales:

As of September 30, 2026, the maximum length of time over which we have hedged, for accounting purposes, our exposure to the variability in future cash flows associated with energy commodity price risk is through December 2028.

Interest Rate Risk Management

We utilize interest rate derivatives to hedge our exposure to both changes in the fair value of our fixed rate debt instruments and variability in expected future cash flows attributable to variable interest rate payments. The following table summarizes our outstanding interest rate contracts as of September 30, 2026:

(a)The principal amount of hedged senior notes is included in “Long-term debt” on our accompanying consolidated balance sheets.

Foreign Currency Risk Management

We utilize foreign currency derivatives to hedge our exposure to variability in foreign exchange rates. The following table summarizes our outstanding foreign currency contracts as of September 30, 2026:

(a)These swaps eliminate the foreign currency risk associated with our Euro-denominated debt which matures in March 2027.

Impact of Derivative Contracts on Our Consolidated Financial Statements

The following table summarizes the fair values of our derivative contracts included on our accompanying consolidated balance sheets:

The following two tables summarize the fair value measurements of our derivative contracts based on the three levels established by the ASC. The tables also identify the impact of derivative contracts which we have elected to present on our accompanying consolidated balance sheets on a gross basis that are eligible for netting under master netting agreements.

(a)Any cash collateral paid or received is reflected in this table, but only to the extent that it represents variation margins. Any amount associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from this table.

(b)Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC WTI swaps, NGL swaps, and crude oil basis swaps.

The following tables summarize the pre-tax impact of our derivative contracts on our accompanying consolidated statements of income and comprehensive income:

(a)As of September 30, 2026, the cumulative amount of fair value hedging adjustments resulted in a decrease of $322 million in the carrying value of our hedged fixed rate debt balance and is included in “Debt fair value adjustments” on our accompanying consolidated balance sheet.

(a)We expect to reclassify an approximate $101 million loss associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of September 30, 2026 into earnings during the next twelve months (when the associated forecasted transactions are also expected to impact earnings); however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.

(a)The amounts for the three and nine months ended September 30, 2026 include approximate gains (losses) of $7 million and $(82) million, respectively, and the amounts for the three and nine months ended September 30, 2025 include approximate losses of $4 million and $20 million, respectively, associated with natural gas, crude, and NGL derivative contract settlements.

Credit Risks

In conjunction with certain derivative contracts, we are required to provide collateral to our counterparties, which may include posting letters of credit or placing cash in margin accounts. As of September 30, 2026 and December 31, 2025, we hadno outstanding letters of credit supporting our commodity price risk management program. As of September 30, 2026 and December 31, 2025, we had cash margins of $14 million and $24 million, respectively, posted with our counterparties by us and reported within “Restricted deposits” on our accompanying consolidated balance sheets. The cash margin balance at September 30, 2026 represents the initial margin requirements of $15 million, offset by variation margin requirements of $1 million. We also use industry standard commercial agreements that allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we generally utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty.

We also have agreements with certain counterparties to our derivative contracts that contain provisions requiring the posting of additional collateral upon a decrease in our credit rating. As of September 30, 2026, based on our current mark-to-market positions and posted collateral, we estimate that if our credit rating were downgraded one or two notches, we wouldnot be required to post additional collateral.

6. Revenue Recognition

Disaggregation of Revenues

The following tables present our revenues disaggregated by segment, revenue source, and type of revenue for each revenue source:

(a)Differences between the revenue presentation on the consolidated statements of income and the disaggregated revenues by type above are primarily attributable to revenues reflected in the “Other revenues” category above.

(b)Our revenues from leasing services are comprised of operating leases whereby we convey the right to control the use of an identified asset to a customer, including tanks, treating facilities, marine vessels, and gas equipment and pipelines with separate control locations.

Contract Balances

As of September 30, 2026 and December 31, 2025, our contract asset balances were $33 million and $30 million, respectively, and our contract liability balances were $488 million and $459 million, respectively. Of the December 31, 2025 contract asset and liability balances, $19 million was transferred to accounts receivable and $112 million was recognized as revenue during the nine months ended September 30, 2026, respectively.

In addition, we had a lease contract liability balance associated with prepaid fixed reservation charges relating to contracts expiring from 2035 to 2040, under a long-term terminal services contract totaling $489 million and $531 million as of September 30, 2026 and December 31, 2025, respectively.

Revenue Allocated to Remaining Performance Obligations

The following table presents our estimated revenue related to unsatisfied performance obligations representing fixed consideration primarily related to commodity sales or service contracts with take-or-pay or minimum volume commitments that we expect to recognize in future periods:

Based on the practical expedient we elected to apply, the amounts presented in the table above exclude remaining performance obligations for variable consideration related to contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

7. Reportable Segments

Our reportable segments are strategic business units that offer different products and services, have different marketing strategies, and are managed separately. The Company’s chief operating decision maker (CODM) is represented by the Office of the Chairman which consists of our Executive Chairman, Chief Executive Officer, and President. Our CODM evaluates performance principally based on each reportable segment’s earnings before DD&A expenses (EBDA), which excludes general and administrative expenses and corporate charges, interest expense, net, and income tax expense. The CODM uses budgeted Segment EBDA compared to actual results to evaluate performance and allocate certain resources for each segment.

We consider each period’s earnings before all non-cash DD&A expenses to be an important measure of business segment performance for our reporting segments. We account for intersegment sales at market prices, while we account for asset transfers at book value.

Financial information by segment follows:

(a)Includes outside services, pipeline integrity maintenance, materials and supplies, and other operating costs.

(b)Includes miscellaneous operating and non-operating items primarily related to allowance for equity funds used during construction.

(c)Includes non-cash risk management activities amounts for the three and nine months ended September 30, 2026 of $10 million and $(5) million, $(3) million and $(4) million, and $(12) million and $(14) million, respectively, for our Natural Gas Pipelines, Products Pipelines, and CO 2 business segments, respectively.

(d)Includes non-cash legal, environmental, and other expense accruals for each of the three and nine months ended September 30, 2026 of $138 million for our Products Pipelines business segment.

(e)We do not attribute interest and debt expense to any of our reportable business segments.

(f)Includes non-cash risk management activities amounts for the three and nine months ended September 30, 2025 of $(12) million and $(3) million, none and $(1) million, and $(1) million and $3 million, respectively, for our Natural Gas Pipelines, Products Pipelines, and CO 2 business segments, respectively.

(g)Corporate assets include cash and cash equivalents, restricted deposits, certain prepaid assets and deferred charges, risk management assets related to derivative contracts, corporate headquarters in Houston, Texas, and miscellaneous corporate assets (such as IT, telecommunications equipment, and legacy activity) not allocated to our reportable segments.

8. Income Taxes

Income tax expense included on our accompanying consolidated statements of income is as follows:

The effective tax rate for the three months ended September 30, 2026 is lower than the statutory federal rate of 21% primarily due to (i) an adjustment to our deferred tax liability as a result of the reduction in the state effective tax rates; (ii) tax benefits from equity based compensation; and (iii) dividend-received deductions from our investments in Citrus, NGPL Holdings LLC, and PPL, partially offset by state taxes.

The effective tax rate for the nine months ended September 30, 2026 is higher than the statutory federal rate of 21% primarily due to(i) an adjustment to Texas Margin Tax as a result of the enactment of bonus depreciation provisions; and (ii) state income taxes, partially offset by (i) an adjustment to our deferred tax liability as a result of the reduction in the state effective tax rates; (ii) tax benefits from equity based compensation; and (iii) dividend-received deductions from our investments in Citrus, NGPL Holdings LLC, and PPL.

The effective tax rate for the three months ended September 30, 2025 is higher than the statutory federal tax rate of 21% primarily due to state income taxes, partially offset by dividend-received deductions from our investments in Citrus, NGPL Holdings LLC, and PPL.

The effective tax rate for the nine months ended September 30, 2025 is lower than the statutory federal tax rate of 21% primarily due to (i) the recognition of investment tax credits generated by a biogas project; (ii) an adjustment to our deferred tax liability as a result of modified income allocations; and (iii) dividend-received deductions from our investments in Citrus, NGPL Holdings LLC, and PPL, partially offset by state income taxes.

9. Litigation and Environmental

We and our subsidiaries are parties to various legal, regulatory, and other matters arising from the day-to-day operations of our businesses or certain predecessor operations that may result in claims against the Company. Although no assurance can be given, we believe, based on our experiences to date and taking into account accrued liabilities and insurance, that the ultimate resolution of such items will not have a material adverse impact to our financial position, cash flows, or operating results, unless otherwise indicated below. We believe we have numerous and substantial defenses to the matters to which we are a party and intend to vigorously defend the Company. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose the following contingencies where an adverse outcome may be material or, in the judgment of management, we conclude the matter should otherwise be disclosed.

SFPP California Public Utilities Commission (CPUC) Proceeding

SFPP submitted five applications at the CPUC over the period covering 2021 through 2026 seeking to increase SFPP’s intrastate pipeline transportation rates. Shippers protested each of SFPP’s applications on the basis of their assertion that the requested rate increases are not just and reasonable. SFPP’s first four rate applications were consolidated (A.24-01-020) in August 2024, and an evidentiary hearing on the consolidated applications was held in June 2025. On July 10, 2026, the presiding administrative law judge issued an interim proposed decision concluding that SFPP’s connected destination terminals are subject to CPUC jurisdiction but made no finding as to how those terminals should be considered when evaluating SFPP’s pipeline rates. If adopted by the CPUC, the interim proposed decision would require SFPP to provide supplemental testimony with respect to the consolidated applications to address the revenues and costs associated with all CPUC-jurisdictional assets, including the connected destination terminals. SFPP disagrees with the interim proposed decision and intends to continue to vigorously defend its position. The interim proposed decision remains subject to review and approval by the CPUC. If and to the extent that the shippers prevail in these proceedings, SFPP may be required to provide refunds and could be required to reduce certain rates prospectively. Although the ultimate outcome of these matters is uncertain, including whether any refunds or prospective rate adjustments may be required, it is not expected to have a material impact to our financial position, cash flows, or operating results.

Freeport LNG Winter Storm Litigation

On September 13, 2021, Freeport LNG Marketing, LLC (Freeport) filed a lawsuit against Kinder Morgan Texas Pipeline LLC and Kinder Morgan Tejas Pipeline LLC in the 133rd District Court of Harris County, Texas (Case No. 2021-58787) alleging that defendants breached the parties’ base contract for sale and purchase of natural gas by failing to repurchase natural gas nominated by Freeport between February 10-22, 2021 during Winter Storm Uri. We deny that we were obligated to repurchase natural gas from Freeport given our declaration of force majeure during the storm and our compliance with emergency orders issued by the Railroad Commission of Texas providing heightened priority for the delivery of gas to human needs customers. Freeport alleges that it is owed approximately $104 million, plus attorney fees and interest. On October 24, 2022, the trial court granted our motion for summary judgment on all of Freeport’s claims. On April 15, 2025, the 14th Court of Appeals reversed and remanded the case to the trial court for further proceedings to resolve disputed issues of material fact. We believe we have numerous and substantial defenses and intend to continue to vigorously defend this case.

Pension Plan Litigation

On February 22, 2021, Kinder Morgan Retirement Plan A participants Curtis Pedersen and Beverly Leutloff filed a purported class action lawsuit under the Employee Retirement Income Security Act of 1974 (ERISA). The named plaintiffs were hired initially by the ANR Pipeline Company (ANR) in the late 1970s. Following a series of corporate acquisitions, plaintiffs became participants in pension plans sponsored by the Coastal Corporation (Coastal), El Paso Corporation (El Paso) and our company by virtue of our acquisition of El Paso in 2012 and our assumption of certain of El Paso’s pension plan obligations. The complaint, which was transferred to the U.S. District Court for the Southern District of Texas (Civil Action No. 4:21-3590) and amended to include the Kinder Morgan Retirement Plan B, alleges that the series of foregoing transactions resulted in changes to plaintiffs’ retirement benefits that are now contested on a class-wide basis. The complaint assertssix claims that fall within three primary theories of liability. Claims I, II, and III challenge plan provisions that are alleged to constitute impermissible “backloading” or “cutback” of benefits and seek the same plan modification as to how the plans calculate benefits for former participants in the Coastal plan. Claims IV and V allege that former participants in the ANR plans should be eligible for unreduced benefits at younger ages than the plans currently provide. Claim VI asserts that actuarial assumptions used to calculate reduced early retirement benefits for current or former ANR employees are outdated and therefore unreasonable. On February 8, 2024, the Court certified a class defined as any and all persons who participated in the Kinder Morgan Retirement Plan A or B who are current or former employees of ANR or Coastal, and participated in the El Paso pension plan after El Paso acquired Coastal in 2001, and are members of at least one of three subclasses of individuals who are allegedly due benefits. On July 25, 2024, the Court granted our motion for summary judgment with respect to Claims I and II based on the Court’s determination that the formula used to calculate projected service was neither backloaded nor a violation of ERISA’s anti-cutback rule. The Court granted plaintiffs’ motion for partial summary judgment with respect to Claim III because the Court found that the summary plan description did not include any clarifying examples or illustrations of accrued benefits using the applicable formula. The Court granted plaintiffs’ motion for partial summary judgment as to Claim IV based on its finding that an amendment to the plan in 2007 violated ERISA’s anti-cutback protection by terminating the accrual of early retirement benefits in connection with the sale of ANR. The Court granted plaintiffs’ motion for partial summary judgment as to Claim V based on its finding that the plan administrator used an inconsistent interpretation to calculate benefits for some retirees. The Court dismissed Claim VI without prejudice based on its finding that the claim is moot given the Court’s rulings on Claims IV and V. The Court’s decision on partial summary judgment did not address the extent of potential plan liabilities for past or future benefits or other potential damages or equitable relief. On March 11, 2025, the case was mediated without resolution, after which the parties filed summary judgment motions to address potential remedies for the remaining claims. Plaintiffs seek equitable and other relief including early retirement benefits, monetary damages, or other equitable relief estimated to be in excess of $150 million. We vigorously oppose the form and scope of relief sought by the plaintiffs and believe we have numerous and substantial defenses to support our vigorous defense at the trial or appellate levels if necessary. On April 22, 2025, the case was referred to a Magistrate Judge to conduct all pretrial proceedings including recommended rulings on plaintiffs’ motion for equitable remedies. On February 10, 2026, the Magistrate Judge issued a Memorandum and Recommendation that plaintiffs’ motion for equitable relief should be granted in part and denied in part. The Memorandum and Recommendation rejected or significantly narrowed a number of plaintiffs’ theories of recovery. On August 10, 2026, the presiding U.S. District Court Judge rejected and modified the Magistrate’s Memorandum and Recommendation in substantial part and awarded equitable relief for Claims III, IV, and V. The Court ordered the formula for benefit accrual to be reformed and amended in a manner generally consistent with the scope of relief sought by the plaintiffs and further ordered and enjoined defendants to enforce the plans as reformed by the Court’s order. We disagree respectfully and strongly with the Court’s order to reform and amend a common legacy plan benefit formula that was determined previously by the Court to comply with ERISA. We believe that the Court’s equitable remedy departs significantly from governing precedent and have filed a notice of appeal to the U.S. Court of Appeals for the 5 th Circuit and a motion to stay the decision pending appeal. To the extent an adverse judgment or settlement results in an increase in plan liabilities, we may elect as the sponsor of the plans to address them in accordance with applicable ERISA provisions, including provisions that allow for contributions to the plans over multiple years.

Pipeline Integrity and Releases

From time to time, despite our best efforts, our pipelines experience leaks and ruptures. These leaks and ruptures may cause explosions, fire, and damage to the environment, damage to property, and/or personal injury or death. In connection with these incidents, we may be sued for damages caused by an alleged failure to properly mark the locations of our pipelines and/or to properly maintain our pipelines. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may seek civil and/or criminal fines and penalties.

Environmental Matters

We and our subsidiaries are subject to environmental cleanup and enforcement actions from time to time. In particular, CERCLA generally imposes joint and several liability for cleanup and enforcement costs on current and predecessor owners and operators of a site, among others, without regard to fault or the legality of the original conduct, subject to the right of a liable party to establish a “reasonable basis” for apportionment of costs. Our operations are also subject to local, state, and federal laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental laws and regulations, risks of additional costs and liabilities are inherent in pipeline, terminal, CO 2 field and oil field, and our other operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments could result in substantial costs and liabilities to us, such as increasingly stringent state environmental laws, regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or persons resulting from our operations. Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters set forth in this note, and other matters to which we and our subsidiaries are a party, will not have a material adverse effect on our financial position, cash flows, or operating results.

We are currently involved in several governmental proceedings involving alleged violations of local, state, and federal environmental and safety regulations. As we receive notices of non-compliance, we attempt to negotiate and settle such matters where appropriate. These alleged violations may result in fines and penalties, but except as disclosed herein we do not believe any such fines and penalties will be material to our financial position, cash flows, or operating results, individually or in the aggregate. We are also currently involved in several governmental proceedings involving groundwater and soil remediation efforts under state or federal administrative orders or related remediation programs. We have accrued for costs associated with the remediation efforts as described below.

In addition, we are involved with and have been identified as a potentially responsible party (PRP) in several federal and state Superfund sites. Environmental liabilities have been established for those sites where our contribution is probable and reasonably estimable. Because costs associated with remedial plans are generally expected to be spread over at least several years, we do not anticipate that our share of the cost of remediation will have a material adverse impact to our financial position, cash flows, or operating results. In addition, we are from time to time involved in civil proceedings relating to damages alleged to have occurred as a result of accidental leaks or spills of refined petroleum products, crude oil, NGL, natural gas, or CO 2, including natural resource damage (NRD) claims.

Portland Harbor Superfund Site, Willamette River, Portland, Oregon

On January 6, 2017, the EPA issued a Record of Decision (ROD) that established a final remedy and cleanup plan for an industrialized area on the lower reach of the Willamette River commonly referred to as the Portland Harbor Superfund Site (PHSS). The cost for the final remedy was estimated to be more than $2.8 billion at the time that the EPA finalized the Record of Decision, however remedial costs are expected to rise significantly based on the expanded scope of the remedy. The work has been divided between more than 20 separate project areas spanning 11 river miles, and active cleanup is expected to take more than 10 years to complete. KMLT, KMBT, and some 90 other PRPs identified by the EPA are involved in a confidential non-judicial allocation process to determine each party’s respective share of the cleanup costs related to the final remedy set forth by the ROD. We are participating in the allocation process on behalf of KMLT (in connection with its ownership or operation oftwo facilities) and KMBT (in connection with its ownership or operation oftwo facilities). Effective January 31, 2020, KMLT entered into separate Administrative Settlement Agreements and Orders on Consent (ASAOC) to complete remedial design for two distinct areas within the PHSS associated with KMLT’s facilities. The ASAOC obligates KMLT to pay a share of the remedial design costs for cleanup activities related to these two areas as required by the ROD. Our share of responsibility for the PHSS costs will not be determined until the ongoing non-judicial allocation process is concluded or a lawsuit is filed that results in a judicial decision allocating responsibility. At this time, we anticipate the non-judicial allocation process will be complete by sometime in 2027. At this time, we are unable to reasonably estimate the extent of our liability for the costs related to the design of the proposed remedy and cleanup of the PHSS. In August 2024, we reached an agreement to settle other claims first made in January 2021 asserted by natural resource state and federal trustees relating to natural resource damages at the PHSS.

Lower Passaic River Study Area of the Diamond Alkali Superfund Site, New Jersey

EPEC Polymers, Inc. and EPEC Oil Company Liquidating Trust (collectively EPEC) are identified as PRPs in an administrative action under CERCLA known as the Lower Passaic River Study Area (Site) concerning the lower 17-mile stretch of the Passaic River in New Jersey. On March 4, 2016, the EPA issued a ROD for the lower eight miles of the Site. At that time the cleanup plan in the ROD was estimated to cost $1.7 billion. The cleanup is expected to take at leastsix years to complete once it begins. In addition, the EPA and numerous PRPs, including EPEC, engaged in an allocation process for the implementation of the remedy for the lower eight miles of the Site. That process was completed December 28, 2020 and certain PRPs, including EPEC, engaged in discussions with the EPA as a result thereof. On October 4, 2021, the EPA issued a ROD for the upper nine miles of the Site. At that time, the cleanup plan in the ROD was estimated to cost $440 million. No timeline for the cleanup has been established. On December 16, 2022, the United States Department of Justice (DOJ) and the EPA announced a settlement and proposed consent decree with 85 PRPs, including EPEC, to resolve their collective liability at the Site. The total amount of the settlement is $150 million. Also on December 16, 2022, the DOJ on behalf of the EPA filed a Complaint against the 85 PRPs, including EPEC, a Notice of Lodging of Consent Decree, and a Consent Decree in the U.S. District Court for the District of New Jersey in a case captioned USA v. Alden Leeds, et al. On January 17, 2024, the DOJ on behalf of the EPA voluntarily dismissed its Complaint against 3 PRPs, filed an Amended Complaint against 82 PRPs, including EPEC, and a modified Consent Decree in the U.S. District Court. On January 31, 2024, the DOJ on behalf of the EPA filed a Motion to Enter Consent Decree in the U.S. District Court. On January 16, 2025, the U.S. District Court entered the Consent Decree, after which time, the Consent Decree was appealed to the U.S. Court of Appeals for the Third Circuit bytwo PRPs including Occidental Chemical Corporation (OCC), alleging, inter alia, that the Consent Decree is not procedurally and substantively fair, reasonable, and consistent with the purpose of CERCLA. On February 6, 2026, certain corporate parties who are PRPs and parties to the Consent Decree filed BASF Catalysts LLC, et al. v. Occidental Chemical Corporation (OCC) in U.S. District Court for the District of New Jersey alleging that OCC’s recent attempt to contractually transfer environmental liabilities through a corporate reorganization process violated CERCLA. Plaintiffs seek a declaratory judgment that (1) any purported transfer or allocation of CERCLA liability through the reorganization is precluded by CERCLA, and (2) that the Occidental entity that holds the assets of the former OCC is jointly and severally liable for the former OCC’s CERCLA liabilities. While we are not a party to the most recent lawsuit, the results could potentially impact the amount we and other PRPs ultimately are required to contribute to this CERCLA site.

Louisiana Governmental Coastal Zone Erosion Litigation

On November 8, 2013, the Parish of Plaquemines, Louisiana and others filed petitions in the state district court for Plaquemines Parish against TGP and 17 other energy companies, alleging that the defendants’ operations in Plaquemines Parish violated the State and Local Coastal Resources Management Act of 1978, as amended and Louisiana law and caused substantial damage to the coastal waters and nearby lands. Plaintiffs seek, among other relief, unspecified money damages, attorney fees, interest, and restoration costs. In 2018, the case was removed to the U.S. District Court for the Eastern District of Louisiana and then stayed. We expect the case will remain in federal court. At this time, we are not able to reasonably estimate the extent of our potential liability, if any. We intend to vigorously defend this case.

General

As of September 30, 2026 and December 31, 2025, we had liabilities of $397 million and $261 million, respectively, recorded for legal and environmental matters. In addition, as of September 30, 2026 and December 31, 2025, we had receivables of $9 million and $10 million, respectively, recorded for expected cost recoveries associated with environmental matters that have been deemed probable.

Challenge to Federal“Good Neighbor Plan”

On July 14, 2023, we filed a Petition for Review against the EPA and others in the U.S. Court of Appeals for the District of Columbia Circuit (the DC Circuit) seeking review of the EPA’s final action promulgating a federal implementation plan to address certain interstate transport requirements of the Clean Air Act for the 2015 8-hour Ozone National Ambient Air Quality Standards (NAAQS), known as the “Good Neighbor Plan” (the Plan) (Kinder Morgan, Inc., et al. v. EPA, et al. consolidated into Utah, et al. v. EPA, et al.). On October 13, 2023, in combination with other parties, we filed an Emergency Application for Stay of Final Agency Action in the United States Supreme Court (Kinder Morgan, Inc., et al. v. EPA, et al. consolidated into Ohio, et al. v. EPA, et al.), which the court granted on June 27, 2024, ruling that enforcement of the Plan shall be stayed pending the disposition of the case on the merits by the DC Circuit and any subsequent timely appeals.

Subsequently, the EPA filed a Motion for Remand asking the DC Circuit to remand without vacatur the Plan to the EPA for voluntary reconsideration, explaining that the “EPA has identified specific issues with the Rule that make reconsideration appropriate, including issues raised by Petitioners in this litigation.” On April 14, 2025, the DC Circuit held the case in abeyance pending further order of the court and ordered the parties to file periodic status reports until the EPA completes its review of the Plan. On January 27, 2026, the EPA proposed approving eight state implementation plans to address ozone emissions which were originally disapproved by the EPA. If finalized, those states would be removed from the EPA’s federal Good Neighbor Plan and its requirements would not apply to our facilities.

10. Recent Accounting Pronouncements

Accounting Standards Updates (ASU)

ASU No. 2024-03

On November 4, 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning after December 15, 2027, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.

ASU No. 2025-06

On September 18, 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the accounting guidance for the costs to develop software for internal use by removing outdated stage-based cost capitalization rules and replacing them with a probability-based cost-capitalization framework that aligns better with current software development methods. This ASU will be effective for annual periods beginning after December 15, 2027, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s financial statements.

ASU No. 2025-09

On November 25, 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” This ASU makes targeted improvements to Topic 815 to better align hedge accounting with the economics of an entity’s risk-management activities. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s financial statements.

ASU No. 2025-10

On December 4, 2025, the FASB issued ASU No. 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” This ASU establishes guidance on the recognition, measurement, and presentation of government grants received by business entities, an area not previously addressed under US GAAP. This ASU will be effective for annual periods beginning after December 15, 2028, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU as it relates to certain tax credits to determine its impact on the Company’s financial statements.

ASU No. 2026-02

On May 19, 2026, the FASB issued ASU No. 2026-02,“Environmental Credits and Environmental Credit Obligations (Topic 818).”This ASU establishes guidance on the recognition, measurement, presentation, and disclosure of environmental credits and compliance obligations that may be settled by using environmental credits. US GAAP did not previously address how to account for these items. The ASU will be effective for annual periods beginning after December 15, 2027, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s financial statements.