SUMMARY TERM SHEET

        The following summary, together with "Questions and Answers about the EPB Special Meeting and the Proposals," highlights selected information contained in this proxy statement/prospectus. It may not contain all of the information that may be important in your consideration of the proposed EPB merger. To understand more fully the Transactions (as defined below) and the matters to be voted on at the EPB special meeting, we encourage you to read carefully this proxy statement/prospectus, its annexes and the documents we have incorporated by reference into this proxy statement/prospectus before voting. See "Where You Can Find More Information" on page 184. Where appropriate, we have set forth a section and page reference directing you to a more complete description of the topics described in this summary.

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Frequently Used Terms.  A few frequently used terms may be helpful for you to have in mind at the outset. This document refers to:

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Kinder Morgan, Inc., a Delaware corporation, as "KMI";

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El Paso Pipeline Partners, L.P., a Delaware limited partnership, as "EPB";

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Kinder Morgan Energy Partners, L.P., a Delaware limited partnership, as "KMP";

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Kinder Morgan Management, LLC, a Delaware limited liability company, as "KMR";

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Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of KMP, as "KMGP";

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El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and the general partner of EPB, as "EPGP";

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the board of directors of KMI as the "KMI board";

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the board of directors of EPGP as the "EPGP board";

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the conflicts committee of the EPGP board, both before and after the adoption of the formal resolutions forming and delegating authority to the conflicts committee of the EPGP board, as the "EPGP conflicts committee";

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the conflicts and audit committee of the KMGP board, both before and after the adoption of the formal resolutions forming and delegating authority to the conflicts and audit committee of the KMGP board, as the "KMGP conflicts committee";

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the special committee of the KMR board, both before and after the adoption of the formal resolution forming and delegating authority to the special committee of the KMR board, as the "KMR special committee";

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E Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of KMI, as "E Merger Sub";

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the Class P common stock, par value $0.01 per share, of KMI as "KMI common stock";

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the common units representing limited partner interests of EPB as "EPB common units";

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the Agreement and Plan of Merger dated as of August 9, 2014, among EPB, KMI, EPGP and E Merger Sub, as it may be amended from time time, as the "EPB merger agreement";

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the proposed merger pursuant to the EPB merger agreement whereby KMI will acquire directly or indirectly all of the outstanding EPB common units that KMI and its subsidiaries do not already own as the "merger" or the "EPB merger";

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the EPB unitholders (other than EPGP and its affiliates) as the "unaffiliated EPB unitholders";

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the Agreement and Plan of Merger dated as of August 9, 2014, among KMP, KMI, KMGP, KMR and P Merger Sub LLC, as it may be amended from time to time, as the "KMP merger agreement";

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the proposed merger pursuant to the KMP merger agreement whereby KMI will acquire directly or indirectly all of the outstanding KMP common units that KMI and its subsidiaries do not already own as the "KMP merger";



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the KMP unitholders (other than KMI and its affiliates) as the "unaffiliated KMP unitholders";



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the Agreement and Plan of Merger dated as of August 9, 2014, among KMR, KMI and R Merger Sub LLC, as it may be amended from time to time, as the "KMR merger agreement";



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the proposed merger pursuant to the KMR merger agreement whereby KMI will acquire directly or indirectly all of the outstanding KMR listed shares that KMI and its subsidiaries do not already own as the "KMR merger";



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the KMR shareholders (other than KMI and its affiliates) as the "unaffiliated KMR shareholders";



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the merger, the KMP merger, the KMR merger and the other transactions contemplated by the EPB merger agreement, the KMP merger agreement and the KMR merger agreement, collectively, as the "Transactions"; and



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the Support Agreement, dated as of August 9, 2014, among EPB, EPGP, KMP, KMGP, KMR and certain KMI stockholders, as the "support agreement".

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The Transactions.  The EPB merger is part of a larger series of mergers involving KMI and its three principal subsidiaries, KMP, KMR and EPB. Each merger is contingent on the other two mergers, and at the conclusion of the mergers, KMI will have acquired directly or indirectly all of the outstanding equity interests in KMP, KMR and EPB that KMI and its subsidiaries do not already own.

As part of the Transactions, KMI will hold a special meeting of its stockholders to approve an amendment to its certificate of incorporation to increase the number of authorized shares of KMI common stock and to approve the issuance of KMI common stock in the Transactions. In connection with the merger agreements, Richard D. Kinder, Chairman and Chief Executive Officer of KMI, KMGP, KMR and EPGP, and a limited partnership controlled by him have entered into a support agreement whereby they have agreed to vote all of the shares of KMI common stock owned by them in favor of the three proposals to be voted on at the KMI special meeting.

KMI expects to finance the cash portion of the merger consideration for the KMP merger and the EPB merger and the fees and expenses of the Transactions with the proceeds of the issuance of debt securities in capital markets transactions and/or by borrowing under an up to $5.0 billion senior unsecured 364-day term loan facility, which is referred to as the "bridge facility."

See "Special Factors—Effects of the Transactions" beginning on page 25 and "Description of the Debt Financing for the Transactions" beginning on page 146.

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The Parties to the Merger.  KMI is a Delaware corporation with its common stock traded on the NYSE under the symbol "KMI." KMI owns the general partner interests of, and significant limited partner interests in, KMP and EPB, and significant limited liability company interests in KMR (including all of KMR's voting shares, which are not publicly traded). See "—Relationship of the Parties to the Transactions" below.

EPB is a Delaware limited partnership that owns and operates natural gas transportation pipelines, storage and other midstream assets. EPB's common units trade on the NYSE under the symbol "EPB." EPGP is EPB's general partner.

E Merger Sub is a wholly owned subsidiary of KMI that was formed solely in contemplation of the EPB merger.

See "The Parties to the Merger" beginning on page 119.

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The Merger.  KMI, E Merger Sub, EPB and EPGP have entered into the EPB merger agreement. Subject to the terms and conditions of the EPB merger agreement and in accordance with Delaware law, at the effective time of the EPB merger, KMI will acquire directly or indirectly all of the publicly held EPB common units through the merger of E Merger Sub, a wholly owned subsidiary of KMI, with and into EPB, with EPB as the surviving entity. Upon completion of the EPB merger, KMI will have acquired directly or indirectly all of the outstanding EPB common units that KMI and its subsidiaries do not already own, and the EPB common units will cease to be publicly traded.

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Relationship of the Parties to the Transactions.  KMI conducts most of its business through KMP and EPB. For 2013, distributions from KMP and EPB represented approximately 87% of the sum of total cash generated by (i) distributions payable to KMI by these two partnerships (on a declared basis) and (ii) distributable cash generated by assets KMI owns and its share of cash generated by its joint venture investments.

KMI indirectly owns all of the membership interests in EPGP, the general partner of EPB, as well as approximately 40% of the outstanding EPB common units and all of EPB's incentive distribution rights.

KMI directly and indirectly owns approximately 43 million units of KMP. These units, which consist of approximately 22 million common units, 5 million Class B units and 16 million i-units (corresponding to the number of KMR shares owned by KMI), represent approximately 10% of the total outstanding limited partner interests of KMP. KMI also indirectly owns all of the common stock of KMGP, the general partner of KMP, which owns an effective 2% interest in KMP and its operating partnerships and the right to receive incentive distributions from KMP pursuant to KMP's partnership agreement. Together, these limited partner and general partner interests represent approximately 12% of KMP's total equity interests and an approximate 50% economic interest in KMP, as a result of the incentive distributions.

KMGP has delegated to KMR, subject to limited exceptions, all of KMGP's rights and power to manage the business and affairs of KMP and its operating limited partnerships. KMR owns all of the KMP i-units. KMI directly or indirectly owns approximately 16 million KMR listed shares, representing approximately 13% of KMR's outstanding shares, and KMGP owns all of KMR's voting shares.

Certain executive officers and directors of KMI are also executive officers and directors of EPGP, KMGP and KMR. Richard D. Kinder and Steven J. Kean serve as members of the boards of directors of all four companies, and Thomas A. Martin is a director of EPGP as well as an executive officer of all four companies.

See "Special Factors—Relationship of the Parties to the Transactions" beginning on page 49.

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Merger Consideration.  At the effective time of the EPB merger, each EPB common unit issued and outstanding (excluding EPB common units owned by EPGP or KMI or any of its other subsidiaries, which will remain outstanding) will be converted into the right to receive, at the election of the holder, one of the following:

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$4.65 in cash without interest and 0.9451 of a share of KMI common stock, which is referred to as the "mixed consideration";

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$39.53 in cash without interest, which is referred to as the "cash consideration"; or

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1.0711 shares of KMI common stock, which is referred to as the "stock consideration."

Any election by a holder to receive the cash consideration or the stock consideration will be subject to proration to ensure that the aggregate amount of cash paid and the aggregate number of shares of KMI common stock issued in the EPB merger is the same as would be paid and issued if each EPB common unit had been converted into the right to receive the mixed consideration. See "Special

Factors—EPB Unitholders Making Elections—Proration and Adjustment Procedures" beginning on page 102 for more information on the proration and adjustment procedures.

KMI will not issue any fractional shares of KMI common stock in the EPB merger. Instead, each holder of EPB common units who otherwise would have received a fractional share of KMI common stock will be entitled to receive, from the exchange agent appointed by KMI pursuant to the EPB merger agreement, a cash payment, without interest, in lieu of such fractional share representing such holder's proportionate interest, if any, in the proceeds from the sale by the exchange agent (reduced by reasonable and customary fees of the exchange agent attributable to such sale) in one or more transactions of a number of shares of KMI common stock equal to the aggregate amount of fractional shares of KMI common stock otherwise issuable in the EPB merger.

Because the exchange ratios were fixed at the time the EPB merger agreement was executed and because the market value of KMI common stock and EPB common units will fluctuate during the pendency of the Transactions, EPB unitholders cannot be sure of the value of the merger consideration they elect to receive relative to the value of the EPB common units that they are exchanging. See "Risk Factors—Risk Factors Relating to the Merger." EPB unitholders are urged to obtain current market quotations for the KMI common stock when they make their elections.

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Treatment of Equity Awards.  Each restricted EPB common unit that is issued and outstanding immediately prior to the effective time of the EPB merger will be treated as an issued and outstanding EPB common unit as of immediately prior to the effective time of the EPB merger and having the same terms and conditions as applied to the EPB common units under the EPB merger agreement.

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Interests of Certain Persons in the Transactions.  In considering the recommendations of the EPGP conflicts committee and the EPGP board, EPB unitholders should be aware that some of the executive officers and directors of EPGP have interests in the Transactions that may differ from, or may be in addition to, the interests of EPB unitholders generally. These interests include:

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Certain members of the EPGP board are members of the KMI board and many executive officers of EPGP are executive officers of KMI.

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The directors and officers of EPGP are entitled to continued indemnification and insurance coverage under the EPB merger agreement, and in the case of the non-employee directors, indemnification agreements.

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The non-employee directors on the EPGP board, who serve as the members of the EPGP conflicts committee, have been offered the opportunity to become members of the KMI board after the EPB merger.

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The members of the EPGP conflicts committee hold EPB restricted units that will vest immediately prior to the effective time of the EPB merger.

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Certain directors and executive officers of EPGP beneficially own units or shares of one or more of the parties to the Transactions, and these directors and executive officers will receive the applicable merger consideration upon completion of the Transactions.

For more detail about these interests, see "Special Factors—Interests of Certain Persons in the Transactions" beginning on page 97.

The EPGP conflicts committee and the EPGP board were aware of these interests and considered them, among other matters, prior to providing their respective approvals and recommendations with respect to the EPB merger agreement.

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EPB Special Meeting; Unitholders Entitled to Vote; Vote Required.  The special meeting of EPB unitholders will be held on Thursday, November 20, 2014 at 10:00 a.m. local time, at the Kinder

Morgan Building, 1001 Louisiana Street, Houston, Texas 77002. The record date for the special meeting is October 20, 2014. Only holders of EPB common units at the close of business on the record date are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. Approval of the EPB merger agreement requires the affirmative vote of a majority of the outstanding EPB common units. Pursuant to the terms of the EPB partnership agreement, EPGP may adjourn the special meeting without limited partner action as described under "The Special Meeting—Adjournment." If submitted to a vote of the EPB limited partners, the EPB adjournment proposal requires (i) if a quorum does not exist, the affirmative vote of the holders of a majority of the EPB common units present in person or by proxy at the special meeting or (ii) if a quorum does exist, the affirmative vote of a majority of the outstanding EPB common units. See "The EPB Special Meeting" beginning on page 120.

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Unit Ownership of KMI and of EPGP's Directors and Executive Officers.  As of October 20, 2014, the record date, KMI and its subsidiaries held and were entitled to vote, in the aggregate, EPB common units representing approximately 40.1% of the outstanding EPB common units, and the directors and executive officers of EPGP held and were entitled to vote, in the aggregate, EPB common units representing approximately 0.1% of the outstanding EPB common units. KMI has agreed in the EPB merger agreement that, subject to limited exceptions, it and its subsidiaries will vote their EPB common units FOR the EPB merger agreement proposal, and we believe that KMI and its subsidiaries intend to vote their EPB common units FOR the EPB adjournment proposal. We believe that the EPGP directors and executive officers intend to vote all of their EPB common units FOR the EPB merger agreement proposal and FOR the EPB adjournment proposal. Accordingly, we believe approximately 40.2% of the outstanding EPB units will be voted in favor of the EPB merger agreement proposal and the EPB adjournment proposal by virtue of KMI's and its subsidiaries' and affiliates' ownership of EPB units. See "The EPB Special Meeting—Unit Ownership of and Voting by KMI and EPGP's Directors and Executive Officers" beginning on page 121.

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Recommendation of the EPGP Conflicts Committee and the EPGP Board and Their Reasons for the EPB Merger.  After considering the various factors more fully described in "Special Factors—Recommendation of the EPB Conflicts Committee and the EPGP Board and Their Reasons for the EPB Merger," the EPGP conflicts committee unanimously (i) determined that the EPB merger is fair and reasonable to, and in the best interests of, EPB, after determining that the EPB merger is fair and reasonable to, and in the best interests of, the unaffiliated EPB unitholders, (ii) approved, and recommended that the EPGP board approve, the EPB merger agreement, the execution, delivery and performance of the EPB merger agreement and the transactions contemplated by the EPB merger agreement and submit the EPB merger agreement to a vote of the EPB unitholders and (iii) resolved to recommend approval of the EPB merger agreement by the EPB unitholders. The EPGP conflicts committee's approval constitutes "Special Approval," as such term is defined by the EPB partnership agreement.

After considering the various factors more fully described in "Special Factors—Recommendation of the EPB Conflicts Committee and the EPGP Board and Reasons for the Merger," including the unanimous recommendation of the EPGP conflicts committee, the EPGP board unanimously (i) determined that the EPB merger is fair and reasonable to, and in the best interests of, EPB, after determining that the EPB merger is fair and reasonable to, and in the best interests of, the unaffiliated EPB unitholders, (ii) approved the EPB merger agreement, the execution, delivery and performance of the EPB merger agreement and the transactions contemplated by the EPB merger agreement and (iii) resolved to submit the EPB merger agreement to a vote of the EPB unitholders and recommend approval of the EPB merger agreement by the EPB unitholders.

Accordingly, the EPGP conflicts committee and the EPGP board each recommend that EPB unitholders vote FOR the approval of the EPB merger agreement.

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Opinion of Tudor, Pickering, Holt & Co. Securities, Inc.  In connection with the EPB merger, Tudor, Pickering, Holt & Co. Securities, Inc., which is referred to as "TPH," delivered an opinion to the EPGP conflicts committee, as to the fairness, from a financial point of view, of the consideration to be received by the unaffiliated EPB unitholders. The EPGP conflicts committee retained TPH to act as its financial advisor and to provide its opinion.

The full text of TPH's written opinion, dated August 9, 2014, is attached to this proxy statement/prospectus as Annex B. We encourage you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations of the review undertaken. TPH's opinion was provided to the EPGP conflicts committee in connection with the EPGP conflicts committee's consideration of the EPB merger, does not address any other aspect of the proposed EPB merger and does not constitute a recommendation as to how any holder of interests in EPB, KMI or any other party to the Transactions should vote or act with respect to the EPB merger, any of the Transactions or any other matter. See "Special Factors—Opinion of Tudor, Pickering, Holt & Co. Securities, Inc." beginning on page 60.

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Conditions to Completion of the Merger.  KMI and EPB currently expect to complete the Transactions during the fourth quarter of 2014, subject to receipt of required unitholder, stockholder and regulatory approvals and the satisfaction or waiver of the other conditions to the EPB merger.

As more fully described in this proxy statement/prospectus and in the EPB merger agreement, each party's obligation to complete the EPB merger depends on a number of conditions being satisfied or, where legally permissible, waived, including the following:

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the EPB merger agreement must have been approved by the affirmative vote of a majority of the outstanding EPB common units;



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the adoption of the amendment to KMI's certificate of incorporation, which is referred to as the "charter amendment proposal," to increase the number of authorized shares of KMI common stock must have been approved by the affirmative vote of a majority of the outstanding shares of KMI common stock;



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the issuance of shares of KMI common stock pursuant to the EPB merger, the KMR merger and the KMP merger, which is referred to as the "stock issuance proposal," must have been approved by the affirmative vote of a majority of the shares of KMI common stock present at a meeting of the stockholders of KMI;



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no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority (each, a "restraint") shall be in effect enjoining, restraining, preventing or prohibiting the consummation of the transactions contemplated by the EPB merger agreement or making the consummation of the transactions contemplated by the EPB merger agreement illegal;



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the registration statement of which this proxy statement/prospectus forms a part must have been declared effective under the Securities Act and must not be subject to any stop order suspending the effectiveness of the registration statement or proceedings initiated or threatened by the SEC for that purpose;



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the KMI common stock deliverable to the EPB unitholders as contemplated by the EPB merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance; and



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all of the conditions set forth in the KMR merger agreement and the KMP merger agreement must have been satisfied or irrevocably waived (if permitted under applicable law) in writing by the applicable party thereto (other than (x) those conditions that by their terms are to be satisfied by actions taken at the closing under the KMR merger agreement and the KMP merger

agreement, as applicable, and (y) this same condition set forth in each of the KMR merger agreement and the KMP merger agreement) and the parties thereto must be ready, willing and able to consummate the KMR merger and the KMP merger, and the KMR merger and the KMP merger must be consummated substantially concurrently with the EPB merger such that the KMR merger will be consummated first, followed by the KMP merger and then the EPB merger.

The obligations of KMI and E Merger Sub to effect the EPB merger are subject to the satisfaction or waiver of the following additional conditions:

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the representations and warranties of EPB and EPGP being true and correct both when made and at and as of the date of the closing, subject to certain standards, including materiality and material adverse effect qualifications, as described under "Proposal 1: The Merger Agreement—Conditions to Completion of the Merger" beginning on page 126, and receipt by KMI of an officer's certificate signed on behalf of EPB by an executive officer of EPGP to that effect; and



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EPB and EPGP having performed in all material respects all obligations required to be performed by each of them under the EPB merger agreement and receipt by KMI of an officer's certificate signed on behalf of EPB and EPGP by an executive officer of EPGP to that effect.

The obligation of EPB to effect the EPB merger is subject to the satisfaction or waiver of the following additional conditions:

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the representations and warranties of KMI being true and correct both when made and at and as of the date of the closing, subject to certain standards, including materiality and material adverse effect qualifications, as described under "Proposal 1: The Merger Agreement—Conditions to Completion of the Merger" beginning on page 126, and receipt by EPB of an officer's certificate signed on behalf of KMI by an executive officer of KMI to that effect; and



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KMI and E Merger Sub having performed in all material respects all obligations required to be performed by each of them under the EPB merger agreement and receipt by EPB of an officer's certificate signed on behalf of KMI by an executive officer of KMI to that effect.

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Changes in Board or Committee Recommendations.  The EPB merger agreement contains provisions regarding the applicable board of directors' or committee's change in its recommendation.

EPGP Adverse Recommendation Change.    The EPB merger agreement provides that EPB and EPGP will not, and will cause their respective subsidiaries and use their commercially reasonable best efforts to cause their respective representatives not to, directly or indirectly, make an EPB adverse recommendation change (as defined under "Proposal 1: The Merger Agreement—EPB Recommendation and EPB Adverse Recommendation Change").

Notwithstanding the terms above or any other term in the EPB merger agreement to the contrary, the EPGP conflicts committee and the EPGP board, as applicable, may make an EPB adverse recommendation change, at any time prior to obtaining the approval of the EPB merger agreement and the transactions contemplated thereby by the EPB unitholders, if the EPGP board or the EPGP conflicts committee, as applicable, determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with the best interests of EPB; provided that, neither the EPGP conflicts committee nor the EPGP board may effect an EPB adverse recommendation change pursuant to the foregoing unless:

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the EPGP conflicts committee or the EPGP board, as applicable, has provided prior written notice to KMI specifying in reasonable detail the reasons for such actions, in accordance with the certain time periods (as set forth under "Proposal 1: The Merger Agreement—EPGP Board Recommendation"); and

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during such notice period, the EPGP conflicts committee or the EPGP board, as applicable, has negotiated, and has used reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with KMI in good faith (to the extent KMI desires to negotiate) to make such adjustments in the terms and conditions of the EPB merger agreement so that the failure to effect such EPB adverse recommendation change would not be inconsistent with the best interests of EPB.

Any EPB adverse recommendation change made by the EPGP conflicts committee invalidates and rescinds any prior "Special Approval" of the EPB merger agreement and the EPB merger.

KMI Adverse Recommendation Change.    The EPB merger agreement provides that KMI will not, through the KMI board of directors, make a KMI adverse recommendation change (as defined under "Proposal 1: The Merger Agreement—KMI Board Approval and KMI Adverse Recommendation Change").

Notwithstanding the foregoing or any other term in the EPB merger agreement to the contrary, subject to certain conditions (more fully described in "Proposal 1: The Merger Agreement—KMI Recommendation and KMI Adverse Recommendation Change") and subject to compliance with the EPB merger agreement, the KMI board may, if the KMI board makes a good faith determination that the failure to change its recommendation would be inconsistent with its fiduciary duties to stockholders under applicable law, make a KMI adverse recommendation change.

See "Proposal 1: The Merger Agreement—KMI Recommendation and KMI Adverse Recommendation Change" beginning on page 130 for more detailed information.

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Risks Relating to the Merger and Ownership of KMI Common Stock.  EPB unitholders should consider carefully all the risk factors together with all of the other information included or incorporated by reference in this proxy statement/prospectus before deciding how to vote. Risks relating to the EPB merger and ownership of KMI common stock are described in the section titled "Risk Factors" beginning on page 107. Some of these risks include, but are not limited to, those described below:

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Completion of the EPB merger is contingent upon completion of the KMP merger and the KMR merger, and vice versa. No merger will occur unless all three mergers occur.

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The EPB merger is subject to other substantial conditions and may not be consummated even if the required KMI stockholder and EPB unitholder approvals are obtained.

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Because the exchange ratios are fixed, EPB unitholders who will receive KMI common stock as part of the merger consideration cannot be sure of the market value of the KMI common stock they will receive as merger consideration relative to the value of the EPB common units they exchange.

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The tax liability of an EPB unitholder as a result of the EPB merger could be more than expected and could exceed the cash received by such unitholder in the EPB merger.

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All directors and certain executive officers of EPGP have certain interests in the Transactions that are different from those of EPB unitholders generally.

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The KMI common stock to be received by EPB unitholders as a result of the EPB merger has different rights from EPB common units.

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KMI is entitled to vote its EPB common units, representing approximately 40% of the outstanding EPB common units, in favor of the EPB merger agreement.

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The market price of the KMI common stock may be volatile, and KMI stockholders could lose a significant portion of their investments.

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Holders of KMI common stock may not receive the anticipated level of dividends under KMI's dividend policy or any dividends at all.



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The substantial debt KMI expects to incur in connection with the Transactions could adversely affect its financial health and make it more vulnerable to adverse economic conditions.

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Regulatory Approvals Required for the Merger.  We are unaware of any material regulatory approvals that must be received or filings that must be made in order to consummate the EPB merger other than the regulatory approvals required in connection with the KMP merger. See "Special Factors—Regulatory Approvals Required for the Merger" beginning on page 101.

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Termination of the Merger Agreement.  KMI and EPB may terminate the EPB merger agreement at any time prior to the effective time of the EPB merger by mutual written consent authorized by the KMI board and the EPGP conflicts committee.

In addition, either KMI or EPB may terminate the EPB merger agreement at any time prior to the effective time of the EPB merger by written notice to the other party if:

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the closing of the EPB merger has not occurred on or before May 11, 2015, subject to certain exceptions discussed in "Proposal 1: The Merger Agreement—Termination" beginning on page 135.



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any restraint is in effect and has become final and nonappealable that enjoins or prohibits the consummation of the transactions contemplated by the EPB merger agreement or makes the consummation of the transactions contemplated by the EPB merger agreement illegal, subject to certain exceptions discussed in "Proposal 1: The Merger Agreement—Termination" beginning on page 135;



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the approval of the EPB merger agreement by the EPB unitholders is not obtained at the EPB special meeting;



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the approval of the stock issuance proposal and the charter amendment proposal by the stockholders of KMI is not obtained at the KMI special meeting; or



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either the KMP merger agreement or the KMR merger agreement is terminated in accordance with its terms.

KMI also may terminate the EPB merger agreement if an EPB adverse recommendation change (as defined under "Proposal 1: The Merger Agreement—EPGP Recommendation and EPB Adverse Recommendation Change") occurs or EPB or EPGP materially breaches or fails to perform any of its representations, warranties, covenants or agreements such that certain closing conditions would not be satisfied, or if such breach or failure is capable of being cured, such breach or failure has not been cured within 30 days following delivery of written notice by KMI and KMI is not then in any material breach.

EPB also may terminate the EPB merger agreement if a KMI adverse recommendation change (as defined under "Proposal 1: The Merger Agreement—KMI Board Approval") occurs or KMI materially breaches or fails to perform any of its representations, warranties, covenants or agreements such that certain closing conditions would not be satisfied, or if such breach or failure is capable of being cured, such breach or failure has not been cured within 30 days following delivery of written notice by EPB and neither of EPB or EPGP is then in any material breach.

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Expenses Relating to the Merger.  Generally, all fees and expenses incurred in connection with the EPB Merger will be the obligation of the respective party incurring such fees and expenses. There is no termination fee payable by either KMI or EPB under any circumstance under the EPB merger agreement.

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Comparison of Rights of KMI Stockholders and EPB Unitholders.  A limited partnership is inherently different from a corporation. Ownership interests in a limited partnership are therefore fundamentally different from ownership interests in a corporation. EPB unitholders will own KMI common stock following the completion of the EPB merger, and their rights associated with the KMI common stock will be governed by KMI's certificate of incorporation and bylaws and Delaware corporation law, which differ in a number of respects from the EPB partnership agreement and Delaware limited partnership law. See "Comparison of Rights of KMI Stockholders and EPB Unitholders" beginning on page 161.

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No Solicitation by EPB.  The EPB merger agreement contains detailed provisions prohibiting EPGP and EPB from seeking an alternative proposal to the EPB merger. Under these "no solicitation" provisions, EPGP and EPB have agreed that they will not, and will cause their respective subsidiaries and use commercially reasonable best efforts to cause their and their subsidiaries' respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, their "representatives") not to, directly or indirectly, except as permitted by the EPB merger agreement:

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solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute the submission of an alternative proposal; or

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enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to an alternative proposal.

The EPB merger agreement requires that EPGP and EPB will, and will cause their respective subsidiaries and use commercially reasonable best efforts to cause their respective representatives to, cease and cause to be terminated any discussions or negotiations with any persons conducted prior to the execution of the EPB merger agreement with respect to an alternative proposal and immediately terminate any access by any person (other than KMI and its representatives) to confidential information relating to a possible alternative proposal.

Notwithstanding the restrictions above, the EPB merger agreement provides that, under specified circumstances at any time prior to obtaining the approval of EPB's unitholders of the EPB merger agreement, if EPB has received a written alternative proposal that the EPGP board believes is bona fide and the EPGP board, after consultation with its financial advisors and outside legal counsel, determines in good faith that such alternative proposal constitutes or could reasonably be expected to lead to or result in a superior proposal and such EPB alternative proposal does not result from a material breach of the non-solicitation provisions in the EPB merger agreement (as described in "Proposal No. 1: The Merger Agreement—No Solicitation by EPB" beginning on page 131), EPGP and EPB may:

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furnish information with respect to EPB and its subsidiaries to any third party making such alternative proposal; and



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participate in discussions or negotiations regarding such alternative proposal.

EPB and EPGP also have agreed in the EPB merger agreement that they will (i) promptly, and in any event within 24 hours after receipt, advise KMI, orally and in writing, if any proposal, offer or inquiry is received by, any information is requested from, or any discussions or negotiations are sought to be initiated with them in respect of any alternative proposal and indicate the identity of the person making any such alternative proposal, offer or inquiry and (ii) provide KMI the terms and conditions of any such alternative proposal, request or inquiry (including providing KMI with copies of any written materials received from or on behalf of such person making such proposal, offer or inquiry). In addition, EPB and EPGP have agreed to promptly keep KMI reasonably informed of all

material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and promptly, in any event within 24 hours, provide KMI with copies of any additional written materials received by EPB or EPGP or that EPB or EPGP has delivered to any third party making an alternative proposal that relate to such proposals, offers, inquiries or requests) and the status of any such discussions or negotiations.

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No Appraisal Rights.  EPB unitholders will not have appraisal rights in connection with the EPB merger under Delaware law or pursuant to the EPB partnership agreement or the EPB merger agreement. See "Special Factors—No Appraisal Rights" on page 100.

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Material U.S. Federal Income Tax Consequences of the Merger.  The receipt of KMI common stock, cash or a combination of KMI common stock and cash in exchange for EPB common units pursuant to the EPB merger will be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in "Material U.S. Federal Income Tax Consequences").

A U.S. holder who receives KMI common stock, cash or a combination of KMI common stock and cash in exchange for EPB common units pursuant to the EPB merger will recognize gain or loss in an amount equal to the difference between:

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the sum of (i) the amount of any cash received, (ii) the fair market value of any KMI common stock received, and (iii) such U.S. holder's share of EPB's nonrecourse liabilities immediately prior to the merger; and



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such U.S. holder's adjusted tax basis in the KMP common units exchanged therefor (which includes such U.S. holder's share of EPB's nonrecourse liabilities immediately prior to the merger).

Gain or loss recognized by a U.S. holder will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which portion is likely to be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to assets giving rise to depreciation recapture or other "unrealized receivables" or to "inventory items" owned by EPB and its subsidiaries. Passive losses that were not deductible by a U.S. holder in prior taxable periods because they exceeded a U.S. holder's share of EPB's income may become available to offset a portion of the gain recognized by such U.S. holder.

The U.S. federal income tax consequences of the merger to an EPB unitholder will depend on such unitholder's own personal tax situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the EPB merger to you.

Please read "Material U.S. Federal Income Tax Consequences" beginning on page 142 for a more complete discussion of certain U.S. federal income tax consequences of the EPB merger.

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Accounting Treatment of the Merger.  The EPB merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation—Overall—Changes in a Parent's Ownership Interest in a Subsidiary. As KMI controls EPB and will continue to control EPB after the EPB merger, the changes in KMI's ownership interest in EPB will be accounted for as an equity transaction and no gain or loss will be recognized in KMI's consolidated statements of income resulting from the EPB merger.

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Litigation Relating to the Mergers.  Three purported class action lawsuits are currently pending that challenge the merger transactions. Each of the actions names KMI, KMGP, KMR, Richard D. Kinder, Steven J. Kean, Ted A. Gardner, Gary L. Hultquist, and Perry M. Waughtal as defendants. Additionally, KMP, P Merger Sub LLC, E Merger Sub LLC, EPB, EPGP, Ronald L. Kuehn, Jr., Thomas A. Martin, Arthur C. Reichstetter, and William A. Smith are named as defendants in one of the pending actions. The lawsuits are brought on behalf of putative classes seeking to enjoin one or more of the merger transactions and alleging, among other things, that one or more of the

defendants breached their respective fiduciary and/or contractual duties, including the implied covenant of good faith and fair dealing. Additionally, two of the pending lawsuits allege that the merger transactions must be approved by at least two-thirds of KMP's limited partner interests (and in one case, by possibly 95% of KMP's limited partner interests). The defendants believe the allegations against them lack merit, and they intend to vigorously defend these lawsuits. See "Special Factors—Litigation Relating to the Mergers" on page 105.

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Selected Historical Consolidated Financial Data of KMI.  The following selected historical consolidated financial data as of and for each of the years ended December 31, 2013, 2012, 2011, 2010 and 2009 are derived from KMI's audited consolidated financial statements. The selected historical consolidated financial data as of and for each of the six month periods ended June 30, 2014 and 2013 are derived from KMI's unaudited consolidated financial statements. You should read the following data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes thereto set forth in KMI's Annual Report on Form 10-K for the year ended December 31, 2013 and KMI's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information."

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Selected Historical Consolidated Financial Data of EPB.  The following selected historical consolidated financial data as of and for each of the years ended December 31, 2013, 2012, 2011, 2010 and 2009 are derived from EPB's audited consolidated financial statements. The selected historical consolidated financial data as of and for each of the six month periods ended June 30, 2014 and 2013 are derived from EPB's unaudited consolidated financial statements. You should read the following data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes thereto set forth in EPB's Annual Report on Form 10-K for the year ended December 31, 2013 and EPB's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information."

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Selected Unaudited Pro Forma Condensed Combined Financial Information.  The following table sets forth selected unaudited pro forma condensed combined financial information for KMI after giving effect to the Transactions. The selected unaudited pro forma condensed combined financial information is derived from the unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus. For a complete discussion of the pro forma adjustments underlying the amounts in the table below, please read the section titled "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 187.

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Unaudited Comparative Per Share/Unit Information.  The following table sets forth: (a) certain historical per share information of KMI; (b) certain historical per unit information of EPB; and (c) unaudited pro forma combined and equivalent pro forma combined per share information after giving effect to the Transactions.