PAY VERSUS PERFORMANCE

The table below provides additional information related to compensation for our named executive officers as required by Item 402(v) of Regulation

S-K.

The table includes a new calculated value titled “compensation actually paid” (“CAP”) for the Primary Executive Officer (“PEO”), our CEO, and for the

non-PEO

NEOs. It’s important to note the majority of the value displayed as CAP has in fact not been earned or paid and reflects updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements. The table also provides information on our cumulative TSR, the cum

ulativ

e TSR of the Bloomberg Americas Pipeline Index, GAAP net income and Adjusted EBITDA.


Year	Summary Compensation Table Total for PEO ($)			Compensation Actually Paid to PEO ($)			Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (a)			Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (a)			Value of Initial Fixed $100 Investment Based On: (b)						Net Income ($) in millions			Adjusted EBITDA (c) ($) in millions
Year	Summary Compensation Table Total for PEO ($)			Compensation Actually Paid to PEO ($)									Company TSR ($)			Bloomberg Americas Pipeline Index TSR ($)			Net Income ($) in millions			Adjusted EBITDA (c) ($) in millions

2022		$	13,887,596		$	36,717,682		$	4,323,372		$	9,088,871		$	170.05		$	122.58		$	2,117		$	6,418

2021			13,759,533			32,332,070			4,036,788			9,626,605			127.92			106.10			1,562			5,635

2020			12,171,958			12,835,709			4,007,220			4,308,244			92.40			79.13			198			5,105

(a) The PEO for the disclosure is our CEO Mr. Armstrong. The

non-PEO

NEOs for 2020 and 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The

non-PEO

NEOs for 2022 include Mr. Dunn, Mr. Zamarin, Mr. Porter and Mr. Wilson.

(b) The dollar amount represents the value of an initial $100 investment on December 31, 2019 assuming reinvestment of all dividends.

(c) Adjusted EBITDA is a

non-GAAP

measure. A reconciliation of these

non-GAAP

financial measures to their nearest GAAP comparable financial measure is included in the appendix.

The following tables detail the adjustments to the SCT total compensation value to reach the calculated CAP result. The equity award values are calculated in accordance with FASB ASC Topic 176 for each

year-end

value. For awards that vested within the applicable calendar year, the actual vesting date value is applied. The addition to the SCT value for pension benefits reflect the actual service cost applicable for the calendar year as opposed to the change in present value of the pension benefit used in the SCT. No prior service cost is included as there were no applicable plan amendments during this time.

The PEO calculation of CAP:


Year	SCT Total Comp			Deductions from SCT Total for Equity Awards				Deductions from SCT for Pension Benefits				Additions for Equity Awards			Additions for Pension Benefits			CAP

2022		$	13,887,596		$	(9,300,000	)		$	—			$	31,567,125		$	562,961		$	36,717,682

2021			13,759,533			(9,000,015	)			—				26,902,316			670,236			32,332,070

2020			12,171,958			(7,500,010	)			(943,581	)			8,421,513			685,829			12,835,709

The following details the sources of the CAP additions related to

the PE

O’s Equity Awards:


Year	Fair Value of Current Year Awards Outstanding at Year End			Change in Value of Prior Years’ Awards Outstandng at Year End			Change in Value of Prior Years’ Awards That Vested in Year				Change in Value of Prior Years’ Awards That Failed to Meet Vesting Conditions			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation			Equity Value Included in CAP

2022		$	10,498,900		$	18,907,561		$	1,709,315			$	—		$	451,349		$	31,567,125

2021			10,126,728			16,198,513			332,207				—			244,868			26,902,316

2020			8,504,268			1,767,331			(2,062,071	)			—			211,985			8,421,513

Note:

The increased equity value included in CAP in 2021 and 2022 is primarily due to more than a 64 percent increase in the stock price from December 31, 2020 to December 30, 2022 and increases in the estimated performance-based RSU results of outstanding awards. Performance-based RSUs make up the largest component of the PEO’s annual equity award.

The

Non-PEO

NEOs ca

lculatio

n of CAP:


Year	SCT Total Comp			Deductions from SCT Total for Equity Awards				Deductions from SCT for Pension Benefits				Additions for Equity Awards			Additions for Pension Benefits			CAP

2022		$	4,323,372		$	(2,600,006	)		$	—			$	7,220,623		$	144,882		$	9,088,871

2021			4,036,788			(2,275,002	)			(67,160	)			7,718,867			213,112			9,626,605

2020			4,007,220			(2,350,001	)			(258,967	)			2,688,674			221,318			4,308,244

The following details the sources of the CAP additions related to the

Non-PEO

NEO’s Equity Awards:


Year	Fair Value of Current Year Awards Outstanding at Year End			Change in Value of Prior Years’ Awards Outstanding at Year End			Change in Value of Prior Years’ Awards That Vested in Year				Change in Value of Prior Years’ Awards That Failed to Meet Vesting Conditions			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation			Equity Value Included in CAP

2022		$	2,919,316		$	3,759,353		$	410,716			$	—		$	131,238		$	7,220,623

2021			2,546,120			4,926,525			130,284				—			115,938			7,718,867

2020			2,605,503			363,249			(439,842	)			—			159,764			2,688,674

Named Executive Officers, Footnote [Text Block]

The PEO for the disclosure is our CEO Mr. Armstrong. The

non-PEO

NEOs for 2020 and 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The

non-PEO

NEOs for 2022 include Mr. Dunn, Mr. Zamarin, Mr. Porter and Mr. Wilson.

PEO Actually Paid Compensation Amount

$ 36,717,682

32,332,070

12,835,709

Non-PEO NEO Average Total Compensation Amount

$ 4,323,372

4,036,788

4,007,220

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

The

Non-PEO

NEOs ca

lculatio

n of CAP:


Year	SCT Total Comp			Deductions from SCT Total for Equity Awards				Deductions from SCT for Pension Benefits				Additions for Equity Awards			Additions for Pension Benefits			CAP

2022		$	4,323,372		$	(2,600,006	)		$	—			$	7,220,623		$	144,882		$	9,088,871

2021			4,036,788			(2,275,002	)			(67,160	)			7,718,867			213,112			9,626,605

2020			4,007,220			(2,350,001	)			(258,967	)			2,688,674			221,318			4,308,244

The following details the sources of the CAP additions related to the

Non-PEO

NEO’s Equity Awards:


Year	Fair Value of Current Year Awards Outstanding at Year End			Change in Value of Prior Years’ Awards Outstanding at Year End			Change in Value of Prior Years’ Awards That Vested in Year				Change in Value of Prior Years’ Awards That Failed to Meet Vesting Conditions			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation			Equity Value Included in CAP

2022		$	2,919,316		$	3,759,353		$	410,716			$	—		$	131,238		$	7,220,623

2021			2,546,120			4,926,525			130,284				—			115,938			7,718,867

2020			2,605,503			363,249			(439,842	)			—			159,764			2,688,674