SUMMARY TERM SHEET

        The following summary, together with "Questions and Answers about the KMR 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 proposals to be voted on at the KMR special meeting. To understand more fully the Transactions (as defined below) and the matters to be voted on at the KMR 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 180. 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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Kinder Morgan Management, LLC, a Delaware limited liability company, as "KMR";

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

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

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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 KMR as the "KMR board";

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the board of directors of KMGP as the "KMGP board";

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the special committee of the KMR board, both before and after the adoption of the formal resolutions forming and delegating authority to the special committee of the KMR board, as the "KMR special 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 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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R Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of KMI, as "R 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 shares representing limited liability company interests of KMR as "KMR shares";

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the KMR shares that are listed on the New York Stock Exchange as "KMR listed shares";

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the Agreement and Plan of Merger dated as of August 9, 2014, among KMR, KMI and R Merger Sub, 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 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 EPB, KMI, EPGP and E Merger Sub LLC, as it may be amended from time to 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 "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 KMR merger, the KMP merger, the EPB merger and the other transactions contemplated by the KMR merger agreement, the KMP merger agreement and the EPB 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 KMR 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 agree 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 27 and "Description of the Debt Financing for the Transactions" beginning on page 145.

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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.

KMR is a limited liability company formed in Delaware in February 2001, with its listed shares traded on the NYSE under the symbol "KMR." The outstanding KMR voting shares (the only shares that vote for the election of KMR's directors) are owned by KMGP, the general partner of KMP. KMR is a limited partner in KMP, owning all of the KMP i-units. KMGP has delegated to KMR, subject to limited exceptions, all of its rights and powers to manage and control the business and affairs of KMP and its operating limited partnerships.

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

See "The Parties to the Merger" beginning on page 115.

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

Immediately following the effective time of the KMR merger, KMI may cause the surviving KMR entity to be merged with and into a Delaware limited liability company and a wholly owned subsidiary of KMI, which would be the surviving entity of such merger. No consideration will be issued in connection with this second step merger.

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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 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 listed shares, and KMGP owns all of KMR's voting shares.

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.

Certain executive officers and directors of KMI are also executive officers and directors of KMGP, KMR and EPGP. Richard D. Kinder and Steven J. Kean serve as members of the boards of directors of all four companies.

See "Special Factors—Relationship of the Parties to the Transactions" beginning on page 51.

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Merger Consideration.  At the effective time of the KMR merger, each KMR listed share and KMR voting share issued and outstanding (excluding listed shares owned by KMGP or KMI or any of its other subsidiaries, which shall be cancelled) will be converted into the right to receive 2.4849 shares of KMI common stock.

KMI will not issue any fractional shares of KMI common stock in the KMR merger. Instead, each holder of KMR shares 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 KMR 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 KMR merger.

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

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KMR and KMGP have the same directors and executive officers.

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Certain members of the KMR and KMGP boards are members of the KMI board and many executive officers of KMR and KMGP are executive officers of KMI.

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

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

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All directors and certain executive officers of KMR 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 KMR special committee and the KMR board were aware of these interests and considered them, among other matters, prior to providing their respective approvals and recommendations with respect to the KMR merger agreement and the KMP merger agreement.

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KMR Special Meeting; Shareholders Entitled to Vote; Vote Required.  The special meeting of KMR shareholders will be held on Thursday, November 20, 2014 at 11:00 a.m. local time, at the Kinder Morgan Building, 1001 Louisiana Street, Houston, Texas 77002. The record date for the KMR special meeting is October 20, 2014. Only holders of KMR shares at the close of business on the record date are entitled to notice of, and to vote at, the KMR special meeting or any adjournment or postponement thereof. Approval of the KMR merger agreement requires the affirmative vote of a majority of the outstanding KMR listed shares, other than listed shares owned by KMGP and its affiliates. Pursuant to the terms of the KMR LLC agreement, the KMR board may adjourn the special meeting without shareholder action as described under "The KMR Special Meeting—Adjournments." If submitted to a vote of KMR shareholders, approval of an adjournment of the KMR special meeting requires the affirmative vote of a majority of the KMR shares present in person or by proxy at the KMR special meeting, whether or not a quorum exists. Approval of the KMP merger agreement requires the affirmative vote of a majority of the outstanding KMP units. Because the KMR merger is contingent on the KMP merger, a vote against or an abstention from voting on the proposal to approve the KMP merger agreement is indirectly a vote against the KMR merger agreement. Pursuant to KMP's partnership agreement, KMGP may adjourn the KMP special meeting without unitholder action. If submitted to a vote of KMP unitholders, approval of an adjournment of the KMP special meeting requires (i) if a quorum does not exist, the affirmative vote of a majority of the KMP units present in person or by proxy at the KMP special meeting or (ii) if a quorum does exist, the affirmative vote of a majority of the outstanding KMP units. See "The KMR Special Meeting" beginning on page 116.

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Share Ownership of KMI and of KMR's Directors and Executive Officers.  As of October 20, 2014, the record date, KMI and its subsidiaries held, in the aggregate, KMR shares representing approximately 12.5% of the outstanding KMR shares, and directors and executive officers of KMR who were not affiliates of KMGP held and were entitled to vote, in the aggregate, KMR shares representing approximately 0.4% of the outstanding shares. KMGP and its affiliates are not entitled to vote on the KMR merger agreement, but KMI has agreed in the KMR merger agreement that, subject to limited exceptions, it and its subsidiaries would vote their KMR shares FOR the KMP merger agreement proposal, and we believe that KMI and its subsidiaries intend to vote their KMR shares FOR both of the adjournment proposals. Under the KMR limited liability company agreement, which is referred to as the "KMR LLC agreement," KMGP and its affiliates are not allowed to vote their listed KMR shares with respect to the merger. We believe that the KMR directors and executive officers who are not affiliates of KMGP intend to vote all of their KMR shares FOR the KMR merger agreement proposal and that the KMR directors and executive officers intend to vote all of their KMR shares FOR the KMR adjournment proposal, FOR the KMP merger agreement proposal and FOR the KMP adjournment proposal. Accordingly we believe approximately 12.9% of the outstanding KMR shares will be voted in favor of the KMR adjournment proposal, the KMP merger agreement and the KMP adjournment proposal by virtue of KMI's and its subsidiaries' and affiliates' ownership of KMR shares. See "The KMR Special Meeting—Share Ownership of and Voting by KMI and KMR's Directors and Executive Officers" beginning on page 118.

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Recommendation of the KMR Special Committee and the KMR Board and Their Reasons for the Merger.  The KMR special committee and the KMR board considered the benefits of the KMR merger agreement, the KMR merger and the related transactions as well as the associated risks and (i) determined that the KMR merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the KMR merger is fair and reasonable to, and in the best interests of, KMR, after determining that the KMR merger is fair and reasonable to, and in the best interests of, the unaffiliated KMR shareholders, (iii) approved the KMR merger, the KMR merger agreement and the execution, delivery and performance of the KMR merger agreement. For a discussion of the many factors considered by the KMR special committee and the KMR board in making their determination and approval, please read "Special Factors—Recommendation of the KMR Special Committee and the KMR Board and Their Reasons for the KMR Merger."

The KMR special committee and the KMR board each recommend that KMR shareholders vote FOR the approval of the KMR merger agreement and FOR the KMR adjournment proposal.

The KMR board recommends that KMR shareholders vote FOR the approval of the two proposals related to the KMP merger.

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Opinion of Jefferies LLC.  The KMR special committee's financial advisor, Jefferies LLC, which is referred to as "Jefferies," has conducted financial analyses and delivered a written opinion to the KMR special committee to the effect that, as of the date of the KMR merger agreement and based upon and subject to the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Jefferies as set forth in its opinion, from a financial point of view, the merger consideration is fair to the KMR shareholders (other than KMI and its affiliates (other than KMR)).

The full text of Jefferies' written opinion, dated as of August 9, 2014, is attached hereto as Annex B and is incorporated by reference herein in its entirety. Jefferies' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Jefferies in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety. This description of the opinion is qualified in its entirety by reference to the full text of the opinion. Jefferies' written opinion is addressed to the KMR special committee, is directed only to the merger consideration and does not constitute a recommendation to any KMR

shareholder as to how such shareholder should vote with respect to the KMR merger or any other matter. See "Special Factors—Opinion of Jefferies LLC" beginning on page 63.

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

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

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the KMR merger agreement must have been approved by the affirmative vote of a majority of the outstanding KMR listed shares (other than those owned by KMGP and its affiliates);



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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 KMR merger, the EPB 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 consummation of the transactions contemplated by the KMR merger agreement or making the consummation of the transactions contemplated by the KMR 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 KMR shareholders as contemplated by the KMR merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance;



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



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KMI and KMR must have received an opinion of Bracewell & Giuliani LLP that for U.S. federal income tax purposes, at least 90% of the gross income of KMP for the four most recent complete calendar quarters ending before the closing for which the necessary financial information is available is from sources treated as "qualifying income" within the meaning of Section 7704(d) of the Internal Revenue Code of 1986, as amended, which is referred to as the "Code."

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

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the representations and warranties in the KMR merger agreement of KMR 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 123, and receipt by KMI of an officer's certificate signed on behalf of KMR by an executive officer of KMR to that effect;



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KMR having performed in all material respects all obligations required to be performed by it under the KMR merger agreement and receipt by KMI of an officer's certificate signed on behalf of KMR by an executive officer of KMR to that effect; and



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KMI must have received an opinion of Bracewell & Giuliani LLP, on the basis of representations and warranties set forth or referred to in such opinion, dated as of the closing date of the KMR merger, to the effect that the KMR merger, taken separately or taken together with the second step merger, as applicable, will qualify as a reorganization within the meaning of Section 368(a) of the Code.

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

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the representations and warranties in the KMR merger agreement 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 123, and receipt by KMR of an officer's certificate signed on behalf of KMI by an executive officer of KMI to that effect;



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



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KMR must have received an opinion of Baker Botts L.L.P., on the basis of representations and warranties set forth or referred to in such opinion, dated as of the closing date of the KMR merger, to the effect that the KMR merger, taken separately or taken together with the second step merger, as applicable, will qualify as a reorganization within the meaning of Section 368(a) of the Code.

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

KMR Adverse Recommendation Change.    The KMR merger agreement provides that KMR will not, through the KMR special committee or the KMR board, make a KMR adverse recommendation change (as defined under "Proposal 1: The Merger Agreement—KMR Recommendation and KMR Adverse Recommendation Change").

Notwithstanding the foregoing or any other term in the KMR merger agreement to the contrary, subject to certain conditions (more fully described in "Proposal 1: The Merger Agreement—KMR Recommendation and KMR Adverse Recommendation Change"), the KMR board or the KMR special committee may, at any time prior to obtaining the approval of the KMR merger agreement by the KMR shareholders, make a KMR adverse recommendation change in response to a KMR intervening event or a KMR superior proposal, if either of them makes a good faith determination that the failure to change its recommendation would not be in the best interests of KMR, after determining that it would not be in the best interests of the unaffiliated KMR shareholders.

See "Proposal 1: The Merger Agreement—KMR Recommendation and KMR Adverse Recommendation Change" beginning on page 126 for more detailed information.

KMI Adverse Recommendation Change.    The KMR 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 Recommendation and KMI Adverse Recommendation Change").

Notwithstanding the foregoing or any other term in the KMR 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"), the KMI board may, at any time prior to KMI's stockholders approving the stock issuance proposal and charter amendment proposal, make a KMI adverse recommendation change in response to a KMI intervening event or a KMI superior proposal, if the KMI board makes a good faith determination that the failure to change its recommendation would be inconsistent with its fiduciary duties to KMI stockholders under applicable law.

See "Proposal 1: The Merger Agreement—KMI Recommendation and KMI Adverse Recommendation Change" beginning on page 128 for more detailed information.

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Risks Relating to the Merger and Ownership of KMI Common Stock.  KMR shareholders 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 KMR merger and ownership of KMI common stock are described in the section titled "Risk Factors" beginning on page 105. Some of these risks include, but are not limited to, those described below:

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

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

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Because the exchange ratio is fixed, KMR shareholders cannot be sure of the market value of the KMI common stock they will receive as merger consideration relative to the value of the KMR shares they exchange.

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The KMR merger agreement contains provisions that limit KMR's ability to pursue alternatives to the KMR merger and, in specified circumstances, could require KMR to pay a termination fee of $311 million to KMI.

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All directors and certain executive officers of KMR have certain interests in the Transactions that are different from those of KMR shareholders generally.

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The KMI common stock to be received by KMR shareholders as a result of the KMR merger has different rights from KMR listed shares.

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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 KMR 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 102.

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

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

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the closing of the KMR 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 134.



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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 KMR merger agreement or makes the consummation of the transactions contemplated by the KMR merger agreement illegal, subject to certain exceptions discussed in "Proposal 1: The Merger Agreement—Termination" beginning on page 134;



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the approval of the KMR merger agreement by the KMR shareholders is not obtained at the KMR special meeting;



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



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

KMI also may terminate the KMR merger agreement if a KMR adverse recommendation change occurs or KMR materially breaches or fails to perform any of its representations, warranties, covenants or agreements contained in the KMR merger agreement 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.

KMR also may terminate the KMR merger agreement if a KMI adverse recommendation change occurs or KMI materially breaches or fails to perform any of its representations, warranties, covenants or agreements contained in the KMR merger agreement 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 KMR and KMR is not then in any material breach.

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Expenses and Termination Fees Relating to the Merger.  Generally, all fees and expenses incurred in connection with the Transactions will be the obligation of the respective party incurring such fees and expenses.

The KMR merger agreement provides that KMR is required to pay a termination fee of $311 million to KMI, in cash, if the KMR merger agreement is terminated by:

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KMI, as a result of the KMR special committee or the KMR board having effected a KMR adverse recommendation change due to a KMR superior proposal; or



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KMR or KMI, as a result of the KMR shareholders not approving the KMR merger agreement at a meeting of the KMR shareholders or any adjournment or postponement of such meeting where a KMR adverse recommendation change due to a KMR superior proposal has occurred.

The KMR merger agreement provides that KMI is required to pay a termination fee of $311 million to KMR, in cash, if the KMR merger agreement is terminated by:

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KMR, as a result of the KMI board having effected a KMI adverse recommendation change due to a KMI superior proposal; or



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KMR or KMI, as a result of the stockholders of KMI not approving the stock issuance proposal or charter amendment proposal at a meeting of the stockholders of KMI or any adjournment or postponement of such meeting where a KMI adverse recommendation change due to a KMI superior proposal has occurred.

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Comparison of Rights of KMI Stockholders and KMR Shareholders.  A limited liability company is inherently different from a corporation. Ownership interests in a limited liability company are therefore fundamentally different from ownership interests in a corporation. KMR shareholders will own KMI common stock following the completion of the KMR 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 KMR LLC agreement and Delaware limited liability company law. See "Comparison of Rights of KMI Stockholders and KMR Shareholders" beginning on page 160.

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No Solicitation of Competing Proposals.  

KMR

The KMR merger agreement contains detailed provisions prohibiting KMR from seeking a KMR alternative proposal to the KMR merger. Under these "no solicitation" provisions, KMR has agreed that it will not, and it will cause its subsidiaries and use reasonable best efforts to cause its and its 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 KMR 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 KMR alternative proposal; or



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

KMR has agreed that it will, and will cause its respective subsidiaries and use reasonable best efforts to cause its and its subsidiaries' respective representatives to, immediately cease and cause to be terminated any discussions or negotiations with any person with respect to an alternative proposal, request the return or destruction of all confidential information previously provided to such parties, and prohibit any access by any person (other than KMI and its subsidiaries and representatives) to any confidential information relating to a possible KMR alternative proposal.

Notwithstanding the restrictions above, the KMR merger agreement provides that, under specified circumstances at any time prior to obtaining the approval of KMR's shareholders of the KMR merger agreement, if KMR has received a written KMR alternative proposal that the KMR special committee believes is bona fide and the KMR special committee, after consultation with its financial advisors and outside legal counsel, determines in good faith that such KMR alternative proposal constitutes or could reasonably be expected to lead to or result in a KMR superior proposal and

such KMR alternative proposal does not result from a material breach of the non-solicitation provisions in the KMR merger agreement, then KMR may:

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



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participate in discussions or negotiations regarding such KMR alternative proposal.

KMR also has agreed in the KMR merger agreement that it (i) will 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 (other than requests for information in the ordinary course of business) from, or any discussions or negotiations are sought to be initiated with them in respect of any KMR alternative proposal and indicate the identity of the person making any such KMR alternative proposal, offer or inquiry and (ii) will provide KMI the terms and conditions of any such KMR 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, KMR has 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, and in any event within 24 hours, provide KMI with copies of any additional written materials received by KMR or that KMR has delivered to any third party making an KMR alternative proposal that relate to such proposals, offers, inquiries or requests) and the status of any such discussions or negotiations.

KMI

The KMR merger agreement contains detailed provisions prohibiting KMI from seeking a KMI alternative proposal to the KMR merger agreement. Under these "no solicitation" provisions, KMI has agreed that it will not, and it will cause its subsidiaries and use reasonable best efforts to cause their respective representatives not to, directly or indirectly, except as permitted by the KMR 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 a KMI 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 a KMI alternative proposal.

KMI has agreed that it will, and will cause its subsidiaries and use reasonable best efforts to cause their respective representatives to, immediately cease and cause to be terminated any discussions or negotiations with any person with respect to a KMI alternative proposal, request the return or destruction of all confidential information previously provided to such parties and prohibit any access to any confidential information relating to a possible KMI alternative proposal.

Notwithstanding the foregoing restrictions, the KMR merger agreement provides that, under specified circumstances at any time prior to obtaining the approval of KMI's stockholders of the stock issuance proposal and the charter amendment proposal, if KMI has received a written KMI alternative proposal that the KMI board believes is bona fide and the KMI board, after consultation with its financial advisors and outside legal counsel, determines in good faith that such KMI alternative proposal constitutes or could reasonably be expected to lead to or result in a KMI superior proposal and such KMI alternative proposal does not result from a material breach of the non-solicitation provisions in the KMR merger agreement, then KMI may:

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furnish information with respect to KMI and its respective subsidiaries, as applicable, to any third party making such KMI alternative proposal; and

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participate in discussions or negotiations regarding such KMI alternative proposal.

KMI also has agreed in the KMR merger agreement that it (i) will promptly, and in any event within 24 hours after receipt, advise KMR, orally and in writing, if any proposal, offer or inquiry is received by, any information is requested (other than requests for information in the ordinary course of business) from, or any discussions or negotiations are sought to be initiated with it in respect of any KMI alternative proposal and indicate the identity of the person making any such alternative proposal, offer or inquiry and (ii) will provide KMR 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, KMI has agreed to promptly keep KMR 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 KMR with copies of any additional written materials received by KMI or that KMI has delivered to any third party making a KMI 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.  KMR shareholders will not have appraisal rights in connection with the KMR merger under Delaware law or pursuant to the KMR limited liability company agreement or the KMR merger agreement. See "Special Factors—No Appraisal Rights" on page 101.

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Material U.S. Federal Income Tax Consequences of the Merger.  It is a condition of KMI's obligation to complete the KMR merger that KMI receive an opinion of its counsel, Bracewell & Giuliani LLP, and it is a condition of KMR's obligation to complete the KMR merger that KMR receive an opinion of Baker Botts L.L.P., counsel to the KMR special committee, in each case dated as of the closing date of the KMR merger and based on representations set forth or referred to therein, to the effect that the KMR merger, taken separately or taken together with a second step merger, will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the KMR merger constitutes a reorganization, KMR shareholders that are U.S. holders (as defined in "Material U.S. Federal Income Tax Consequences") will generally not be subject to U.S. federal income tax as a result of the exchange of their KMR shares for KMI common stock (except in connection with cash received in lieu of a fractional share of KMI common stock) in the KMR merger.

Tax matters associated with the KMR merger are complicated. The U.S. federal income tax consequences of the KMR merger to a holder of KMR shares will depend on such holder'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 KMR 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 KMR merger.

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Accounting Treatment of the Merger.  The KMR 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 KMR and will continue to control KMR after the KMR merger, the changes in KMI's ownership interest in KMR 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 KMR 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 103.

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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 KMP.  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 KMP'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 KMP'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 KMP's Annual Report on Form 10-K for the year ended December 31, 2013 and KMP'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 KMR.  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 KMR'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 KMR'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 KMR's Annual Report on Form 10-K for the year ended December 31, 2013 and KMR'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 182.