An Importa ant Messa

An Importa
ant Messa
age for KM
KMR Sharreholderss
On August 10, 2014, KMI anno
ounced an agreement
a
too acquire alll of the outtstanding unnits of
MP and EPB
B and all off the outstannding sharees of KMR
KM

Meeting to Appro
ove the Tra
ansaction – Novemberr 20, 2014

Your Vote
V
is Important – You
Y may votte your sharres on or beefore Noveember 20, 22014.
Whetheer or not you
u plan to atttend the speecial meetinng, we urgee you to subbmit your vvote once
you hav
ve reviewed
d the final proxy
p
statem
ment/prospeectus. Failuure to vote w
will have thhe same
effect as a vote agaainst the traansaction.

Vote To
oday – In order
o
to finaalize the votte before Thhanksgiving, it is impoortant for you to
vote rig
ght away. The
T KMR sp
pecial comm
mittee and bboard of dirrectors recoommend KM
MR
shareho
olders vote FOR
F
the traansaction with
w KMI.
Three easy
y ways to vo
ote:
1) Vote by
y telephone: Please call
c the toll free
f numbeer listed on yyour proxy card or votting
instructtions form and
a follow the instructtions providded.
2) Vote by
y Internet:: Please acccess the weebsite listed on your prroxy card orr voting
instructtions and fo
ollow the in
nstructions provided.
p
3) Vote by
y Mail: Sig
gn, date, maark and retu
urn the proxxy card or vvoting instruuction form
m in the
postagee-paid envelope provid
ded.
Vote You
ur Shares T
Today!
If you need
n
additionall assistance, pleease contact K
Kinder Morgan’’s proxy solicittor:
D.F. King
K
& Co, Incc.
Toll-Freee: (800) 330-44627
Benefits of the Transaction(1)
1) Immediate Value Uplift

YOUR EQUITY value
compared to before the
transaction
announcement(2)
2) Long-Term Value
Creation

KMR (Without
KMI Transaction)
KMR (With KMI
Transaction)
KMR Value
Enhancement
$77.02/unit
Price Before
Announcement
$95.20/unit
Implied
Consideration
$18.18/unit Uplift
24% Greater Value
KMP in 2020 (No
KMI Transaction)
KMR in 2020 (With
KMI Transaction)
KMR Value
Enhancement
$100.71/unit
Implied Unit
Price
$177.86/unit
Total Value to
Unitholders
Implied value of YOUR
EQUITY in 2020 with the
transaction compared to
without the transaction(1)
3) Higher Dividend
Growth, Greater
Dividend Coverage and
Visibility(1)
4) Simplified
Organization;
Investment Grade
Rating
Pro-Forma Expected
Dividend Growth Rate
2015 to 2020
5% per year
Minimal Coverage
2015 to 2020
10% per year
Over $2.0 Billion of
Coverage
Current Public Structure
13% Listed Shares
100% Voting Shares
Kinder Morgan
Management, LLC
(NYSE: KMR)
5) Lower Hurdle Rate for Growth(1)
1)
2)
Lower cost of equity and no more
incentive distribution rights to the GP
More profitable funding of growth
projects and more competitive acquisition
currency
Simplified Public Structure
Kinder Morgan, Inc.
(NYSE: KMI)
BB / Ba2 / BB+
GP
Interest
and
8% LP
Interest
Kinder Morgan
Energy Partners,
L.P.
(NYSE: KMP)
BBB / Baa2 / BBB

77% Greater Value
Status Quo Expected
Distribution Growth Rate
100% i-unit
Interest

$77.16/unit Uplift
GP
Interest
and
40% LP
Interest
El Paso Pipeline
Partners, L.P.
(NYSE: EPB)
BBB / Ba1 / BBB–
Kinder Morgan, Inc.
(NYSE: KMI)
Expected:
BBB– / Baa3 / BBB–




One dividend policy
One debt rating
No structural subordination
No incentive distribution rights
Growth generated from a $1.0 billion investment(1):
Status Quo KMR
Pro Forma KMI
0.7%
Distribution per
unit Growth
1.5%
Dividend per
share Growth
For more information on these expected transaction benefits, please visit www.kindermorgan.com/investor/km_transaction.cfm. The document labeled
“Investor Presentation” provides further detail and assumptions behind these analyses.
Implied transaction consideration based on KMI’s closing price on 10/21/2014 compared to closing prices on 8/8/2014 which was the last trading date
prior to announcement.
Your Vote is Important!
 Vote FOR immediate and long-term equity value enhancement
 Vote FOR a faster growing cash dividend
 Vote FOR greater cash coverage and dividend visibility
 Vote FOR a simplified structure
 Vote FOR lower cost of capital and a more competitive acquisition currency
Equity holders are urged to vote FOR this transaction TODAY
1) Vote by telephone: Please call the toll free number listed on your proxy card or voting
instruction form and follow the instructions.
2) Vote by Internet: Please access the website listed on your proxy card or voting instruction
form and follow the instructions.
3) Vote by Mail: Sign, date, mark and return your proxy card or voting instruction form in the
postage-paid envelope provided.
Vote Your Shares Today!
If you have questions about how to vote your shares, or need additional
assistance, please contact Kinder Morgan’s proxy solicitor:
D.F. King & Co, Inc.
Toll-Free: (800) 330-4627
kmr@dfking.com
For more information on the transaction, please visit Kinder Morgan’s website at
www.kindermorgan.com/investor/km_transaction.cfm
IMPORTANT AD
DDITIONAL INF
FORMATION AN
ND WHERE TO FIND IT
T
This communicatio
on may be deemed
d to be solicitation material in respect of the proposed aacquisition by Kinnder Morgan, Inc. (“KMI”) of each oof Kinder
M
Morgan Energy Partners, L.P. (“KMP
P”), Kinder Morgaan Management, LLC
L
(“KMR”) andd El Paso Pipeline Partners, L.P. (“E
EPB”) (collectivelyy, the
““Proposed Transactions”). KMI has filed
f
with the Secu
urities and Exchan
nge Commission (““SEC”) a registratiion statement on F
Form S-4 (“Registrration
S
Statement”), which
h contains a proxy statement for KM
MI and a proxy stateement / prospectuss for each of KMP
P, KMR and EPB. The Registration Statement
w
was declared effecttive by the SEC on
n October 22, 2014
4. Each of KMI, KMP,
K
KMR and EP
PB mailed to theirr respective securitty holders, as applicable, a
pproxy statement or proxy statement / prospectus in con
nnection with the Proposed
P
Transactiions on or about O
October 22, 2014. T
The Registration S
Statement, the
K
KMI proxy statemeent and each proxy
y statement / prosp
pectus contain imp
portant informationn about KMI, KMP
P, KMR, EPB, thee Proposed Transactions and
reelated matters. INVESTORS AND SECURITY HOL
LDERS ARE UR
RGED TO READ CAREFULLY, A
AS APPLICABL
LE, THE REGIST
TRATION
S
STATEMENT, TH
HE PROXY STA
ATEMENT FOR KMI, THE PROX
XY STATEMEN
NT / PROSPECTU
US FOR EACH O
OF KMP, KMR A
AND EPB
A
AND ANY OTHE
ER DOCUMENTS
S THAT HAVE BEEN
B
FILED OR
R WILL BE FILE
ED WITH THE S
SEC IN CONNEC
CTION WITH TH
HE
P
PROPOSED TRA
ANSACTIONS OR
R INCORPORAT
TED BY REFER
RENCE IN THE P
PROXY STATEM
MENT OR THE A
APPLICABLE P
PROXY
S
STATEMENT / PROSPECTUS.
P
pies of the KMI prroxy statement andd each proxy stateement / prospectuss as well as other ffilings
Innvestors and securrity holders will bee able to obtain cop
ccontaining informaation about KMI, KMP,
K
KMR and EPB, without charg
ge, at the SEC’s weebsite, http://www
w.sec.gov. Copies oof documents filedd with the
S
SEC by KMI, KMP
P, KMR and EPB will be made availlable free of charg
ge on Kinder Morggan, Inc.’s websitee at http://www.kinndermorgan.com/innvestor/ or
bby written request by
b contacting the investor
i
relations department
d
of KM
MI, KMP, KMR or EPB at the follow
wing address: 10011 Louisiana Street, Suite 1000,
H
Houston, Texas 77002, Attention: Inv
vestor Relations or by phone at (713
3) 369-9490 or by email at km_ir@kkindermorgan.com
m.
N
NO OFFER OR SOLICITATION
S
T
This communicatio
on shall not constittute an offer to selll or the solicitation
n of an offer to selll or the solicitationn of an offer to buuy any securities, nnor shall there
bbe any sale of secu
urities in any jurisd
diction in which su
uch offer, solicitation or sale would bbe unlawful prior tto registration or qqualification underr the
securities laws of any
a such jurisdictio
on. No offer of seccurities shall be maade except by meaans of a prospectuss meeting the requuirements of Sectioon 10 of the
S
Securities Act of 19
933, as amended.
P
PARTICIPANTS IN THE SOLICIITATION
K
KMI, KMP, KMR and EPB, and theiir respective directtors and executive officers, may be ddeemed to be partiicipants in the soliicitation of proxiess in respect of
thhe Proposed Transsactions. Informatiion regarding the directors
d
and execu
utive officers of K
KMI is contained inn KMI’s Form 10--K for the year endded
D
December 31, 2013
3, and its proxy staatement filed on April
A
9, 2014, each of which has beenn filed with the SE
EC. Information regarding the directoors and
eexecutive officers of
o KMP’s general partner and KMR, the delegate of KMP’s
K
general parttner, is contained iin KMP’s Form 100-K for the year ennded
D
December 31, 2013
3, which has been filed with the SEC
C. Information regarding the directorrs and executive oofficers of KMR is contained in KMR
R’s Form 10K for the year endeed December 31, 2013,
2
which has beeen filed with the SEC.
S
Information regarding the direectors and executivve officers of EPB’s general
ppartner is contained
d in EPB’s Form 10-K
1
for the year ended
e
December 31, 2013, which haas been filed with tthe SEC.
C
CAUTIONARY LANGUAGE
L
CON
NCERNING FOR
RWARD-LOOKIING STATEMEN
NTS
S
Statements in this communication
c
reg
garding the Propossed Transactions in
nvolving KMI, KM
MP, KMR and EP
PB, the expected tim
metable for complleting the
P
Proposed Transactiions, the expected benefit of the Prop
posed Transaction
ns, future financiall and operating ressults, future opporttunities for the com
mbined
ccompany and any other
o
statements ab
bout management’’s future expectatio
ons, beliefs, goals,, plans or prospectts constitute forwaard-looking statem
ments within
thhe meaning of the Private Securities Litigation Reform
m Act of 1995. An
ny statements that are not statementss of historical fact (including statemeents
ccontaining the words “believes,” “plaans,” “anticipates,”” “expects,” “estim
mates” and similarr expressions) shouuld also be consideered to be forwardd-looking
statements. There are a number of im
mportant factors th
hat could cause acttual results or evennts to differ materiially from those inndicated by such foorwardbility to consummaate the Proposed Trransactions; the abbility to obtain reqquisite regulatory aand shareholder orr unitholder
loooking statements, including: the ab
aapproval and the saatisfaction of the other
o
conditions to the consummation
n of the Proposed Transactions; the ability to realize aanticipated synergiies and cost
savings; the potentiial impact of the announcement
a
or consummation of th
he Proposed Transsactions on relatio nships, including w
with employees, suppliers,
ccustomers and com
mpetitors; the abilitty to achieve reven
nue growth; the efffects of environmeental, legal, regulaatory or other unceertainties; the effeccts of
ggovernment regulations and policies and of the pace off deregulation of reetail natural gas; nnational, internationnal, regional and llocal economic or competitive
cconditions and dev
velopments; possible changes in cred
dit ratings; capital and
a credit marketss conditions; intereest rates; the politiical and economic stability of
ooil producing natio
ons; energy marketts, including chang
ges in the price of certain commoditiies; weather, alternnative energy sourrces, conservation and
teechnological advan
nces that may affeect price trends and
d demand; businesss and regulatory oor legal decisions; the timing and succcess of business ddevelopment
eefforts; acts of natu
ure, accidents, sabo
otage, terrorism (in
ncluding cyber attacks) or other sim
milar acts causing ddamage greater thaan the insurance cooverage limits
oof the combined co
ompany; and the otther factors and fin
nancial, operationaal and legal risks oor uncertainties described in KMI’s, KMP’s, KMR’s aand EPB’s
A
Annual Reports on
n Form 10-K for the year ended Deceember 31, 2013, an
nd other subsequennt filings with the SEC. KMI, KMP
P, KMR and EPB ddisclaim any
inntention or obligattion to update any forward-looking statements
s
as a result of developmennts occurring after the date of this coommunication, othher than as
reequired by applicaable law.