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.
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