**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K/A**

**(Amendment No. 1)**

** **

** **

**þ**                                 ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended**December31, 2006** or

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from       to      

 

Commission File Number **1-16459****

**Kinder Morgan Management, LLC**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    |   | **76-0669886**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. Employer  Identification No.) |

 

**500 Dallas Street, Suite1000, Houston, Texas 77002**

(Address of principal executive offices, including zipcode)

 

Registrant’s telephone number, including area code **(713) 369-9000**

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**
| ****Title  of each class                                 |   | **Name of each exchange  on which registered** |
|----------------------------------------------------------|--------|------------------------------------------------|
| Shares Representing Limited Liability Company  Interests |   | New York Stock  Exchange                       |

 

**Securitiesregistered pursuant to section 12(g) of the Act:**

**None**

(Title of class)

** **

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act:

Yes þ  No o

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act:

Yes o  Noþ

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days:  Yes þ  No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.  þ

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer þ   Acceleratedfiler o   Non-acceleratedfiler o

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No þ

The aggregate market value ofthe voting and non-voting common equity held by non-affiliates of theregistrant was $2,177,434,973 as of June 30, 2006.

Thenumber of shares outstanding for each of the registrant’s classes of commonequity, as of January 31, 2007 was approximately two voting shares and62,301,674 listed shares.

 

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**EXPLANATORYNOTE**

For unknownsoftware-related reasons, Kinder Morgan Management, LLC’s Annual Report on Form10-K for the year ended December 31, 2006 (the “Form 10-K”) was received by theSEC without Exhibits 21.1, 32.1 and 32.2. This Form 10-K/A consists solely of (1) those three exhibits, (2) acurrently dated consent of PricewaterhouseCoopers LLP (Exhibit 23.1) and (3) pursuantto Rule 12b-15, the certifications as specified in § 13a-14(a) or§ 15d-14(a) under the Securities Exchange Act of 1934 (Exhibits 31.1and 31.2).

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**SIGNATURES**

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
|                      |   | KINDER MORGAN  MANAGEMENT, LLC |
|----------------------|--------|--------------------------------|
|                 |   | (Registrant)                   |
|                 |   | By                             |   | /s/ Kimberly A. Dang |
|                 |   | * *                       | * * | Kimberly A. Dang |
|                 |   | * *                       | * * | *Vice President and  Chief Financial Officer* |
|                 |   | * *                       | * * | * * |
| Date: March 1,  2007 |   |                           |   |   |

 

 

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**EXHIBIT INDEX**
| Exhibit    | ** ** | ** **      |
|------------|------------|-----------------|
| **Number** | ** ** | **Description** |
|       | 3.1        |            |   | Form of Certificate of  Formation of the Company (filed as Exhibit 3.1 to the Company’s Registration  Statement on Form S-1 (Registration No. 333-55868) and incorporated by reference  herein). |
|       |       |            |   |   |
|       | 3.2        |            |   | Second Amended and Restated  Limited Liability Company Agreement of the Company (filed as Exhibit 4.2 to  the Company’s Registration Statement on Form 8-A/A filed on July 24, 2002 and  incorporated by reference herein). |
|       |       |            |   |   |
|       | 4.1        |            |   | Form of certificate  representing shares of the Company (filed as Exhibit 4.3 to the Company’s  Registration Statement on Form 8-A/A filed on July 24, 2002 and incorporated  by reference herein). |
|       |       |            |   |   |
|       | 4.2        |            |   | Form of Purchase Provisions  between the Company and Kinder Morgan, Inc. (included as Annex B to the  Second Amended and Restated Limited Liability Company Agreement filed as  Exhibit 4.2 to the Company’s Registration Statement on Form 8-A/A filed on  July 24, 2002 and incorporated by reference herein). |
|       |       |            |   |   |
|       | 4.3        |            |   | Registration Rights Agreement  dated May 18, 2001 among the Company, Kinder Morgan Energy Partners, L.P. and  Kinder Morgan, Inc. (Exhibit 4.3 to the Company’s Annual Report on Form 10-K  for the year ended December 31, 2002). |
|       |       |            |   |   |
|       | 10.1       |            |   | Form of Tax Indemnity  Agreement between the Company and Kinder Morgan, Inc. (filed as Exhibit 10.1  to the Company’s Registration Statement on Form S-1 (Registration No.  333-55868) and incorporated by reference herein). |
|       |       |            |   |   |
|       | 10.2       |            |   | Delegation of Control Agreement  among Kinder Morgan Management, LLC, Kinder Morgan G.P., Inc. and Kinder  Morgan Energy Partners, L.P. and its operating partnerships (filed as Exhibit  10.1 to the Kinder Morgan Energy Partners, L.P. June 30, 2001 Form 10-Q  (Commission File No. 1-11234)). |
|       |       |            |   |   |
|       | 10.3       |            |   | Resignation and Non-Compete  Agreement, dated as of July 21, 2004, between KMGP Services, Inc. and Michael  C. Morgan (Exhibit 10.4 to Kinder Morgan Management, LLC’s Quarterly Report  on Form 10-Q for the quarter ended June 30, 2004). |
|       |       |            |   |   |
|       | 21.1       | *               |   | List of Subsidiaries. |
|       |       |            |   |   |
|       | 23.1       | *               |   | Consent of  PricewaterhouseCoopers LLP. |
|       |       |            |   |   |
|       | 31.1       | *               |   | Certification of Chief Executive Officer pursuant to  Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|       |       |            |   |   |
|       | 31.2       | *               |   | Certification of Chief Financial Officer pursuant to  Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|       |       |            |   |   |
|       | 32.1       | *               |   | Certification of Chief Executive Officer pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
|       |       |            |   |   |
|       | 32.2       | *               |   | Certification of Chief Financial Officer pursuant to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

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*                    Filed herewith.

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