#1Project Fusion Fairness Opinion Analysis August 9, 2014 BARCLAYS#2Disclaimer The following pages contain material that was provided to the Board of Directors (the "Board") of Kinder Morgan Inc. (the "Company") by Barclays Capital Inc. ("Barclays"), the United States investment banking division of Barclays Bank PLC. The accompanying material was compiled or prepared on a confidential basis solely for consideration by the Board and no part of it may be reproduced, distributed or transmitted without the prior consent of Barclays The information contained in this material was obtained from the Company publicly available sources, and Barclays has relied upon such information without independent verification thereof. These materials are being provided in connection with an actual engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy any securities described herein. Any estimates and projections contained herein have been prepared by management of the Company or were obtained from publicly available sources or are based upon such estimates and projections. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Because these materials were prepared for use in the context of a presentation to the Board, these materials are incomplete without reference to, and should be viewed in conjunction with, the oral briefing provided by Barclays. These materials were not prepared to comply with the disclosure standards under state and federal securities laws and, to the extent the material may be considered by readers not as familiar with the business and affairs of the Company as the Board, neither the Company nor Barclays nor any of their respective legal or financial advisors or accountants takes any responsibility for the accuracy or completeness of any of the material if used by persons other than the Board. These materials are not intended to provide the sole basis for evaluation of the proposed transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed transaction. Barclays, its affiliates and the individuals associated therewith may (in various capacities) have positions or deal in transactions or securities (or related derivatives) of the Company or any counterparty to the transaction contemplated herein. IRS Circular 230 Disclosure: Barclays and its affiliates do not provide tax advice. Please note that (i) any discussion of U.S. tax matters contained in this communication (including any attachments) cannot be used by the Company for the purpose of avoiding tax penalties; (ii) this communication was written to support the promotion or marketing of the matters addressed herein; and (iii) the Board should seek advice based on its particular circumstances from an independent tax advisor. Barclays Capital Inc. is the investment banking division of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Copyright Barclays Bank PLC, 2014 (all rights reserved). BARCLAYS#3Fairness Opinion Analysis#4Overview of the Proposed Transaction Summary Terms Merger Consideration Anticipated Timing Structure Pro Forma Diluted Ownership of KMI Governance Conditions Fairness Opinion Analysis • "Merger Consideration applicable to common units and shares not owned by KMI in the following entities: KMP Each KMP common unit will receive (1) 2.1931 shares of KMI common stock and (ii) $10.77 in cash, implying $89.98 per unit, represents a 12.0% premium to $80.34 closing price on 8/8/2014 . KMR Each KMR common share will receive 2.4849 shares of KMI common stock, implying $89.75 per share, represents a 16.5% premium to $77.02 closing price on 8/8/2014 . EPB Each EPB common unit will receive () 0.9451 shares of KMI common stock and (ii) $4.65 in cash, implying $38.79 per unit, represents a 15.4% premium to $33.60 closing price on 8/8/2014 BARCLAYS Targeted announcement- August 11, 2014 Expected closing of the three mergers - Q4'14 Anticipate concurrent announcement of the three mergers -88% stock / -12% cash for KMP and EPB, 100% stock for KMR One-step, reverse triangular merger Plan of reorganization for tax purposes KMI: -48%, KMP: -32% , EPB: -6%, KMR: -14% KMI management will remain unchanged, KMI's Board of Directors may increase from 11 to 17 with 3 from KMP and 3 from EPB KMI executive management will remain unchanged Shareholder / unitholder approvals at KMI, KMP, EPB and KMR Rich Kinder, who owns approximately 23% of KMI and will own approximately 11% of the pro forma company, has agreed to vote in favor of the merger Board approval at KMI; Special Committee of the Board and Board approvals at KMP, EPB and KMR Reasonable best efforts in preparation of registration and proxy statements Substantially concurrent consummation of three mergers pursuant to merger agreements • No financing conditions Delivery of certain tax opinions Hart Scott Rodino and other customary regulatory approvals Signing of the merger agreements, and consummation of the mergers thereunder, is cross-contingent Source: Draft merger agreements received August 8, 2014 2#5Simplified Organizational Structure Status Quo Organizational Structure Kinder Morgan, Inc. (NYSE: KMI) 13% Listed Shares 100% Voting Shares Kinder Morgan Management, LLC (NYSE: KMR) 100% i-unit interest GP interest and 8% LP interest Kinder Morgan Energy Partners, L.P. (NYSE: KMP) BARCLAYS GP interest and 41% LP interest El Paso Pipeline Partners, L.P. (NYSE: EPB) Source: Per KMI management Note: Above diagram is a simplified representation reflecting only the publicly traded entities. 3 Pro Forma Organizational Structure . One publicly traded company vs. four results in: One equity holder base One dividend policy One debt rating No structural subordination . Fairness Opinion Analysis . . Kinder Morgan, Inc. (NYSE: KMI)#6Strategic Rationale Growth Prospects Cost of Capital Coverage CO₂ Considerations Credit Enhancement Consolidation BARCLAYS Investors receive initial dividend "bump" and visible 10% annual growth through the medium-term • 10% dividend growth "best-in-class" among large cap C-Corp peers • Lowers corporate family's overall cost of capital Provides more valuable acquisition currency Fairness Opinion Analysis 5 years of visible coverage provides funds for general corporate purposes • Dilutes percentage of oil production contribution From -17% in KMP, to -14% in pro forma KMI(¹) Source: Per KMI management 1. Calculated as CO₂ Oil Production EBITDA divided by total 2014E segment earnings before DD&A. • Creates a single "credit family" by eliminating subordination • Anticipated investment grade rating#7KMI Has-Gets Increased Dividend Increased Coverage Higher Distribution/ Dividend Growth Lower Cost of Capital Growth Vehicle Status Quo • Current KMI dividend of $1.72 /share; projected KMI dividend of $1.84 / share in 2015 Investment Grade Ratings • Status Quo management has stated distribution dividend growth of 8% at KMI, 5% at KMP/KMR and 1% at EPB (from 2013-2016E) • Status Quo KMI, KMP and EPB operate Pro forma KMI coverage averages -1.1x at 1.0x coverage through 2020 with cumulative coverage of over $2.7 billion Fairness Opinion Analysis • KMP acts as primary acquisition vehicle. • KMP current yield of 6.95% (¹) plus GP take of 46% (12.86% grossed up yield) Pro Forma Pro forma KMI dividend increases to $2.00/share in 2015; 16.3% increase over 2014 dividend and 8.7% increase over projected 2015 dividend 5 • Pro forma KMI dividend growth is 10% a year through 2020 • High grade rating at KMP, split rating at Pro forma KMI expected to have EPB • High yield rating at KMI Source: Data per KMI management 1. Based on KMP's current trading price of $80.34 and 2014E dividend of $5.58 per unit. BARCLAYS Pro forma, KMI's ability to make acquisitions is more favorable due to removal of GP take and a single acquisition currency (KMI's pro C-corp shares) Assumed yield of 4.50% investment grade ratings, less equity issuance required#8Relative Price Performance Index Last 2-Years Last 1-Year 180% Last Six Months: 160% 140% 120% 100% 80% 60% Last Three Months: Last One Month: 8/8/2013 -KMI KMI (0.1%) (4.3%) 6.3% 11.1% 1.7% 10/20/2013 -KMI Peers KMI Peers 107.5% 54.8% 23.1% 10.8% (3.9%) -KMP LTM Relative Performance KMP (0.3%) (2.0%) 0.2% 7.9% (0.5%) 1/1/2014 KMP Peers KMP Poors 26.7% 11.5% 7.3% (1.3%) (1.7%) KMR 5.5% (3.6%) 1.5% 7.0% (0.4%) 3/15/2014 KMR -EPB EPB (2.2%) (19.2%) 6,4% 0.3% (3.9%) EPB Peers (6.6%) 15.4% 13.0% 12.4% 0.4% 5/27/2014 EPB Peers Fairness Opinion Analysis Alerian 28.3% 12.0% 7.3% 2.7% (2.5%) KMI Peers: 54.8% EPB Peers: 15.4% AMZ 12.0% KMP Peers: 11.5% 8/8/2014 Alerian KMP: (2.0)% KMR: (3.61% KMI: (4,3)% EPB: (19.2% Source: Factset Note: KMI peers include OKE, SE, ETE, TRGP WMB, PAGP KMP peers include ETP, OKS, SEP, WPZ, EPD, PAA EPB peers include BWP, TCP TEP. Alerian represents the Alerian MLP Index. PAGP's first day of trading was 10/16/2013 and is therefore not included in 2-year or LTM performance. TEP's first day of trading was 5/14/2013 and is therefore not included in 2-year performance. BARCLAYS#9KMI Yields Over Time KMI yields have weakened over the past two years as compared to peers Last 2-Years Yield 6.50% 5.50% 4.50% 3.50% 2.50% 1.50% 8/8/2012 Median Mean High Low multit -KMI KMI Statistics Since 1/1/2013 1/1/2013 WMB EPD 5/27/2013 Source: FactSet Yield based on annualized dividends and declared date BARCLAYS 4.55% Median 4.45% Mean 5.30% High 3.70% Low Current (As of 8/8/2014) -OKE Zwan 7 KMI Statistics Since 1/1/2014 10/20/2013 SE -ETE 3/15/2014 4.90% 4.89% 5.30% 4.51% 4.76% <-PAGP Fairness Opinion Analysis KMI: 4.76% TRGP WMB: 3.98% EPD: 3.83% OKE: 3.63% SE: 3.37% ETE: 2.73% PAGP: 2.52% TRGP: 2.10% 8/8/2014#10Approach to Analysis Key considerations • The proposed transactions represent a unique value proposition for KMI's shareholders • Relative valuation of the various counterparties and their publicly listed equity securities is less relevant in this transaction because KMI already owns the GP interests (control) and significant LP interests in the target companies . Currently, KMI is valued based on the distributions KMI receives from its GP and LP interests in KMP/KMR and EPB, both of which are in the high splits of their incentive distribution rights (IDRs") . The underlying portfolio of assets at KMP/KMR and EPB will be unaffected by the transaction . Fairness Opinion Analysis Pro forma for the transaction, KMI will own 100% of the KMP/KMR and EPB equity, and KMI will acquire significant positive financial attributes (including a tax basis step-up of the assets at KMP and EPB on the percentage that is not already owned by KMI) . Further, KMP and EPB (as MLPs) have historically been valued on a pre-tax basis, whereas KMI has been valued on an after-tax basis • Accordingly, Barclays has not performed relative valuation analysis of KMI versus KMP/KMR and EPB • Instead, for fairness opinion purposes, Barclays has analyzed the value of the transaction to KMI by comparing the change in after-tax cash flows to KMI . This methodology is consistent with the way in which KMI's management and Board view the transactions • The following methodologies and their impact to KMI shareholders were analyzed: ▪ Premiums paid analysis in precedent MLP mergers . Accretion / dilution (to dividends per share) Discounted cash flow (dividend distribution) under status quo versus pro forma for the transactions BARCLAYS 8#11Premiums to Historical KMP, KMR and EPB Prices Fairness Opinion Analysis Current (8/8/14) 30 Days Prior 60 Days Prior 52-Week High 52-Week Low 5-Day Average 20-Day Average 60-Day Average 90-Day Average KMP $80.34 $81.43 $74.99 $84.98 $71.32 $80.33 $82.03 $79.93 $78.66 Merger Consideration $89.98 12.0% 10.5% 20.0% 5.9% 26.2% Premium to Historical Prices (¹) KMR $77.02 $78.15 $71.47 $81.46 $68.62 12.0% $76.33 9.7% 1 $78.37 12.6% $76.26 14.4% $75.12 Merger Consideration $89.75 16.5% 14.8% 25.6% 10.2% 30.8% 17.6% 14.5% 17.7% 19.5% EPB $33.60 9 $36.16 $33.08 $43.15 $28.87 $33.56 $34.91 $34.61 $33.94 Merger Consideration $38.79 15.4% 7.3% 17.3% (10.1%) 34.4% 15.6% 11.1% 12.1% 14.3% Source: FactSet 1. Days prior only includes trading days. Averages include the current price plus the specified number of previous trading days 2. Representative Transactions on page 22. BARCLAYS 1 Representative Transaction Statistics Median 21.2% 20.8% 26.3% Mean 20.2% 23.1% 22.4% Low 9.3% 11.1% (0.7%) High 36.1% 40.1% 42.9%#12Summary Pro Forma Assumptions Assumptions KMI purchases all of the publicly owned equity in KMP, KMR, and EPB on 1/1/15 • All share / unit prices as of 8/8/2014 ▪ KMI price: $36.12 . Trading Prices: KMP: $80.34/KMR $77.02/EPB: $33.60 . Acquisition Prices KMP: $89.98/KMR: $89.75/EPB: $38,79 . Assumes year-end 2014 share counts and balance sheet per KMI management Assumes aggregate merger consideration broken down as follows: . KMP Consideration . Assumes an exchange ratio of 2.1931x shares of KMI Class P common stock and cash consideration of $10.77 per unit . KMR Consideration Assumes an exchange ratio of 2.4849x shares of KMI Class P common stock (no cash for KMR shareholders) EPB Consideration . . • • Assumes an exchange ratio of 0.9451x shares of KMI Class P common stock and cash consideration of $4.65 per unit Assumes KMI finances the KMP and EPB acquisitions with -88% equity / -12% debt and assumes outstanding KMP and EPB debt . $4.0 billion of new acquisition debt, issued at a 4.75% interest rate(¹) . Assumes $200 million of transaction expenses, assumed to be paid for with debt (4.75% interest rate) • Assumes 2015 - 2019 KMP/EPB debt maturities are refinanced at KMI's assumed interest rate, ranging from 4.75% in 2015 and stepping up to 5.75% by 2017(1) All operating assumptions per KMI management Assumes KMI steps-up the value of the assets at KMP and EPB for tax purposes . • Tax depreciation schedules as provided by management (2) . KMI targets a 2015 dividend of $2.00 per share and a 10% dividend growth rate through 2020) Fairness Opinion Analysis • KMI funds growth capex with -$4.0 billion in aggregate equity issuance from 2016-2017 and funds the remaining growth capex with debt(¹) • Assumes $20 million in savings of public company expenses due to consolidation (3) • Assumes pro forma KMI warrant conversion into -68 million KMI shares calculated assuming 298 million warrants outstanding with a strike price of $40.00 and KMI share price at conversion of $51.87 (4.5% yield) 1. Assumptions per KMI management Adjusted for change in share and unit prices. 3. Per KMI management BARCLAYS 10#13Key Transaction Terms (S in millions) Sources: KMI Shares New KMI Debt Assumed KMP Debt Total Sources: KMP Uses: Purchase KMP Equity Existing KMP Debt Total Uses: KMP Public Units o/s (mm units) (Shares in millions) Rich Kinder Other Insiders (4) Current KMI Public Total) $24,655 3,352 22,201 $50,209 $28,008 22,201 $50,209 BARCLAYS 311.2 Status Quo Share Count 243 124 669 1,036 (5 in millions) Sources: KMI Shares New KMI Debt Assumed KMR Debt Total Sources: Uses: Purchase KMR Equity Existing KMR Debt Total Uses: KMR Public Shares o/s (mm shares)(5) KMI Ownership % Ownership 23% 12% 65% 100% 1. Assumes KMP, KMR and EPB units owned by insiders will be converted into KMI shares. 2. Assumes that all EPB and KMP directors remain insiders KMR $10,635 11 $10,635 $10,635 $10,635 118.5 (Shares in millions) Rich Kinder Other Insiders (4) (S in millions) Sources: KMI Shares New KMI Debt Assumed EPB Debt Total Sources: Uses: Purchase EPB Equity Existing EPB Debt Total Uses: EPB Public Units ols (mm units) KMP/KMR Owned by Insiders (¹) EPB Owned by Insiders (¹) Total Insider Ownership (2) Current KMI Public Current KMP Public Unitholders Pro Forma Current KMR Public Unitholders Current EPB Public Unitholders Total Fairness Opinion Analysis EPB Share Count 245 124 6 0 375 669 676 293 131 2,145 $4,751 647 4,764 $10,162 $5,399 4,764 $10,162 139.2 3 Total shares outstanding at year-end 2014. Does not include warrant dilution 4. Per KMI 2014 proxy, excludes 8.8mm shares held by entities indirectly controlled by Mr. Sarofim; includes 5.1mm restricted shares issued to management 5. Per KMI 2014 proxy and KMP and EPB 2013 10-Ks Excludes 4.6mm KMP units held in entities indirectly controlled by Mr. Sarofim and/or advisory/managed accounts over which Mr. Sarofim or entities controlled by him have shared voting and/or dispositive powers 6. Assumed units/shares outstanding at year-end 2014. % Ownership 11% 6% 0% 0% 17% 31% 32% 14% 6% 100%#14KMI Accretion / Dilution Analysis (5 in millions) Cash Flows Available for Dividends Coverage Distributed Cash Flow Dividend per Share, including warrants Accretion/(Dilution)-$ Accretion/(Dilution) -% % Growth 2015-2020 CAGR Debt & Credit Statistics 100% Consolidated Debt 100% Consolidated Debt / 100% Consolidated EBITDA Other Total Growth Capex KMI Accretion/Dilution Analysis (12) KMI Unconsolidate Status Quo 2017 2018 BARCLAYS 2015 $1,908 $1,908 $1.84 2016 $2,115 $2,115 $2,109 $2.00 8.4% $39,672 $45,059 4.96 x 5.06 x $2,189 $2,352 $2,513 $2,682 $2,352 $2,513 $2,682 $2.07 3.5% $48,916 4.98 x $2.22 7.3% 2019 $2.37 12 6.8% 1. Assumptions per KMI management 2 Tax depreciation is subject to change for final purchase price allocation 3. Status quo includes cash flows from assets exclusively owned by KMI, KMP EBITDA and EPB EBITDA 2020 $2.53 $49,816 $50,826 $51,818 4.44 x 4.32 x 4.19x 6.7% 6.6% 2015 2016 $2.00 $0.16 8.7% $2.20 $0.20 $4,877 $5,434 $6,004 $6,880 $7,140 528 502 461 783 432 $4,349 $4,932 $5,543 $6,097 $6,707 10.2% 10.0% KMI Pro Forma 2017 2018 $4,639 $7,136 $2.42 $0.35 Fairness Opinion Analysis 17.1% 10.0% $6,425 2019 $2.66 $2.93 $0.56 23.6% 20.1% 10.0% 10.0% 2020 $45,191 $50,166 $54,572 $57,602 $59,605 $62,096 5.64 x 562x 5.55x 5.12x 5.05x 5.02 x $3,703 $2,435 $7,443 65 $7,378 $3.22 $0.09 27.4% 10.0% 10.0% $2,557#15Comparison of KMI Pro Forma for the Transaction Company Name PF KMI) Williams Companies, Inc. ONEOK, Inc. General Electric Company Chevron Corporation Procter & Gamble Company Coca-Cola Company Enterprise Products Partners L.P. Magellan Midstream Partners, LP. Philip Morris International Inc. Cisco Systems, Inc. McDonald's Corporation AbbVie, Inc. Altria Group, Inc. BARCLAYS Overview(¹) Industry Oil & Gas Midstream Large Cap US Midstream C-Corps (2015-2017 Growth Rates) Oil & Gas Pipelines $56,319 Oil & Gas Pipelines $21,906 Large Cap MLPs Without IDRS (2015-2017 Growth Rates) Oil & Gas Pipelines $70,841 $18,435 Oil & Gas Pipelines S&P 500 High Dividend Companies) (2014-2016 Growth Rates) Industrial Conglomerates Integrated Oil Household/Personal Care Beverages: Non-Alcoholic Tobacco Computer Communications Restaurants Pharmaceuticals: Major Tobacco Market Cap -$100,000 13 LQA Dividend Dividend Growth Yield $257,470 $242,797 $219,047 $173,025 $130,969 $128,221 $91,859 $83,987 $82,571 3.98% 3.63% 3.83% 3.16% 3.43% 3.35% 1. Source: Public fings FactSet and Wall Street research 2 KMI data shown at beginning-year 2015 pro forma for KMP/KMR/EPS acquisitions 3. In S&P 500, companies shown meet the following criteria: market cap>$75 billion, LQA dividend yield> -3%, 2014E-2016E dividend growth > -5% 3.18% 3.09% 4.48% 3.04% 3.46% 3.18% 4.61% Fairness Opinion Analysis Rates 10.0% 14.8% 9.1% 7.1% 12.8% 6.1% 5.2% 6.3% 7.2% 5.3% 7.9% 7.4% 8.8% 7.4%#16Summary Reference Valuation $/ Share $70.00 $60.00 $50.00 $40.00 $30.00 $20.00 $10.00 $0.00 $39.00 $32.50 KMI Reference Equity Value per Share Range $53.50 $45.00 Status Quo Pro Forma Discounted Cash Flow Analysis 1 1 1 1 1 14 1 $45.00 $31.00 Equity Research Price Targets Fairness Opinion Analysis $38.30 $30.81 Share Price 8/8/2014: $36.12 52-Week Trading Range (¹) 1. Includes intraday trading prices 2. Assumes valuation as of 1/1/2015 Terminal value at 12/31/2020 calculated with an assumed yield range of 4.50% to 5 25% Discounted at assumed yield plus growth rate of 11.50% to 14.50% 3. Assumes valuation as of 1/1/2015. Terminal value at 12/31/2020 calculated with an assumed yield range of 3.75% to 4.50% Discounted at assumed yield plus growth rate of 13.75% to 14.50% BARCLAYS#17Cost of Capital Improvement Yield on LP Units / C-Corp Yield (¹) % GP Gross Up Effective Yield Indicative Growth Range Cost of Equity Equity / (Debt+ Equity) (%) Equity Component Average Cost of Debt Interest Tax Shield Cost of Debt Debt / (Debt +Equity) (%) Debt Component Cost of Capital Summary BARCLAYS KMP 6.95% 54% 12.86% ΝΑ 12.86% 50% 6.43% 3.75% 3.75% 50% 1.88% 8.31% Current Yield Assumed Pro Forma KMI 4.50% 15 4.50% ΝΑ 4.50% 50% 2.25% 4.13% 36.5% 2.62% 50% 1.31% Note: KMP acts as primary growth vehicle in Status Quo 1. Based on KMP's current trading price and 2014E dividend of $5.58 per unit. 2. Status Quo KMP and Pro Forma KMI per Company management assumes 50% / 50% mix of fixed and floating debt. 3.56% Current Yield + Indicative Growth Assumed Pro Forma KMI 4.50% KMP 6.95% 54% 12.86% 5.0% 17.86% 50% 8.93% 3.75% 3.75% 50% 1.88% Fairness Opinion Analysis 10.81% 4.50% 10.0% 14.50% 50% 7.25% 4.13% 36.5% 2.62% 50% 1.31% 8.56%#18Appendices#19Cost of Capital#20KMI Projected 2014E-2016E Cash Distribution CAGRS Available Equity Analyst Estimates Deutsche Bank Research (07/17/2014) RBC Capital Markets (07/21/2014) Credit Suisse (07/17/2014) Barclays (07/17/2014) Morgan Stanley (07/17/2014) Wells Fargo (07/17/2014) Tudor Pickering Holt & Co. (07/01/2014) KMI Management" Equity Analyst Median Assumed Yield Indicative Growth Range PF KMI Cost of Equity Reference Range Equity / (Debt+ Equity) (%) Equity Component 2014E-2016E Distribution CAGR PF KMI After-Tax Cost of Debt Reference Range Debt / (Debt +Equity) (%) Debt Component PF KMI Cost of Capital Reference Range BARCLAYS Assumed Yield 10.4% Indicative Growth Range 8.4% 8.4% 7.7% Status Quo KMI 5.1% 8.0% SQ KMI Cost st of Equity Reference Range Low 3.75% NA PF KMI Cost of Capital Reference Range Assumed Yield 3.75% 50% 1.88% 2.62% 50% 1.31% 3.18% 1. 2013-2016 CAGR as stated by KMI management in investor presentation 2 Assumed yield per historical trading levels 3. Based on KMr's management's historical assumptions around funding new growth projects. Cost of Equity Reference Range Assumeed Yield 16 .... High 4.50% NA 4.50% 50% 2.25% 2.62% 50% 1.31% Low 4.50% NA 3.56% 4.50% . High NA 5.25% 13.75% 50% 6.88% 2.62% 50% 1.31% 1 8.18% Cost of Capital Assumed Yisid Indicative Growth Low 4.50% 7.2% 11.69% Assumed Yield+ Indicative Growth Low 3.75% 10.0% High 4.50% 10.0% 14.50% 50% 7.25% 2.62% 50% 1.31% 8.56% High 5.25% 92% 14.44%#21KMP Projected 2014E-2016E Cash Distribution CAGRS Available Equity Analyst Estimates Tudor Pickering Holt & Co. (07/01/2014) Deutsche Bank Research (07/17/2014) Barclays (07/17/2014) Wells Fargo (07/17/2014) RBC Capital Markets (07/18/2014) Jefferies (07/17/2014) KMP Management Equity Analyst Median 2014E-2016E Distribution CAGRS BARCLAYS 4.5% 5.2% 4.7% 3.8% 3.6% 1.8% 5.0% Note: KMP acts as primary growth vehicle in Status Quo 1. 2013-2016 CAGR as stated by KMI management in investor presentation 2. Company management assumes 50% / 50% mix of fixed and floating debt. KMP Assumed Yield % GP Gross Up Assumed KMP Yield with GP Gross-up Indicative Growth Range Average Cost of Def Interest Tax Shield Cost of Debt 4.2% Det/(Debt + Equity) (%) Debt Component Cost of Capital Cost of Equity Reference Range Assumed Farid KMP Cost of Equity Reference Range Equity (Debt Equity) () Equity Component 17 LOW 6.30% 54% 12.04% NA 12.04% 50% 6.02% 3.75% 3.75% 50% TAP% 7.89% High 7.50% 54% 13.89% NA 13.89% 50% 6.34% 3.75% 3.75% 50% 1.40% 8.82% Assumed Yield Indicative Growth Low 6.50% 54% 50% 17.04% 50% 8.52% 3.70% 1.75% 50% 1.38% Cost of Capital 10.39% High 7.50% 54% 13.89% 50% 18.89% 50% 9.44% 3.75% 3.79% 50% 1,30% 11.32%#22KMI Reference Valuation Analysis#23KMI - Summary Financial Projections (S in millions) KMI Cash Flow Distributable cash flow Cash coverage Distributed cash flow DCF per KMI Share Dividend per KMI Share 1. 2 Target Price $38.53 2014E $1.69 Status Quo KMI Detailed Projections (¹) 2014E $1,782 $0 $1,782 $1.72 1 $1.72 1 2015E 2016E 2017E 2018E $1,908 $2,115 $2,189 $2,352 $2,513 $2,682 $0 $0 $0 $0 $0 $0 $1,908 $2,115 $2,189 $2,352 $2,513 $2,682 $1.84 $1.84 2016E $2.06 $2.00 $2.00 KMI Consensus Research Projections (2) Dividends / Share 2015E $1.90 $2.07 $2.07 18 $2.22 $2.22 KMI Reference Valuation Analysis 2015E $1,969 2019E $2.37 $2.37 Total Implied Dividend ($MM) 2014E 2016E $1,748 $2,139 2020E $2.53 $2.53 15-20 CAGR 7.1% 7.1% 6.6% 6.6% 2014-2018 estimates per KMI management Projections for 2019 and 2020 based on management guidance of growth rates of 5.0% at KMP and EPB (2% baseline EBITDA growth and 3% EBITDA growth funded by growth capex) EBITDA estimates per Wall Street research. Target Price and Dividends/Share per VB/E/S consensus. Total Implied Dividend calculated as Dividends/Share multiplied by 2014E year end KMI shares outstanding BARCLAYS#24Status Quo KMI Discounted Cash Flows Analysis Assumptions Distributed cash flow projections through 2019 per KMI management guidance . Terminal Value (2020E) distribution based on management guidance • Projected distributions discounted back to 1/1/2015 . Assumes mid-year discounting convention • Assumed yield + indicative growth reference range of 11.50 % -14.50% Assumed Yield + Indicative Growth • Terminal value at 12/31/2019 calculated Per Share Value with an assumed yield range of 4.50% to 5.25%, based on historical trading levels 14.50% 13.75% 13.00% 12.25% 11.50% 5.25% $31.96 $32.89 $33.86 $34.87 $35.92 (S in millions) Forecasted Distributions per Share Terminal Value Calculation Distributed Cash Flow BARCLAYS Yield Terminal Value 5.00% $33.18 $34.16 $35.17 $36.22 $37.32 Period Discounted Cash Flows at 13.0% Per Share Value Sensitivity Assumed Terminal Yield 4.75% $34.53 $35.55 $36.61 $37.72 $38.86 Present Value of Future Cash Flows Present Value of Terminal Value Implied Per Share Value 4.50% $36.04 $37.11 $38.22 $39.37 $40.58 ($ in millions) DCF Calculation 19 2015E $1.84 0.5 $1.73 $7.73 $28.89 $36.61 2016E 2017E $2.00 $2.07 1.5 $1.66 Reference Per Share Value Range 2.5 $1.52 KMI Reference Valuation Analysis 2018E 2019E $2.22 $2.37 Reference $ Per Share Value Range Discounted Cash Flows Low 3.5 $1.45 $32.50 4.5 $1.37 Terminal Value $2.53 $2.53 4.75% $53.22 5.0 $28.89 High $39.00#25Pro Forma KMI Discounted Cash Flows Analysis Assumptions Distributed cash flow projections through 2019 per KMI management guidance • Terminal Value (2020E) distribution based on management guidance • Projected distributions discounted back to 1/1/2015 . Assumes mid-year discounting convention . Terminal value at 12/31/2019 calculated with an assumed yield range of 3,75% to 4.50%, based on comparable companies • Assumed yield + indicative growth reference range of 13.75% -14.50% Assumed Yield + Indicative Growth 14.50% 14.25% 14.00% 13.75% 4.50% $45.01 $45.46 $45.91 $46.36 (S in millions) Forecasted Distributions per Share Terminal Value Calculation Distributed Cash Flow BARCLAYS Yield Terminal Value Per Share Value Sensitivity Assumed Terminal Yield 4.25% 4.00% 3.75% $47.15 $49.56 $52.28 $47.62 $50.05 $52.81 $48.09 $50.55 $53.34 $48.57 $51.06 $53.88 Period Discounted Cash Flows at 14.0% Per Share Value Present Value of Future Cash Flows Present Value of Terminal Value Implied Per Share Value ($ in millions) DCF Calculation 20 2015E 2016E 2017E $2.00 $2.20 $2.42 0.5 $1.87 $8.73 $39.36 $48.09 1.5 $1.81 Reference Per Share Value Range 2.5 $1.74 KMI Reference Valuation Analysis 2018E 2019E $2.66 $2.93 Reference $ Per Share Value Range 3.5 $1.68 Low 4.5 $1.62 $45.00 Discounted Cash Flows Terminal Value $3.22 $3.22 4.25% $75.79 5.0 $39.36 High $53.50#26KMI Equity Research Analyst Estimates Equity Research Analyst Price Targets and Recommendations Equity Research (¹) ($ in millions, except share price) Firm Jefferies US Capital Advisors RBC Capital Markets Deutsche Bank Research Credit Suisse Barclays Raymond James Morgan Stanley Goldman Sachs Simmons & Company International Tudor Pickering Holt & Co. UBS JPMorgan Mean Estimates Median Estimates High Low BARCLAYS Analyst Christopher Sighinolfi Rebecca G Followill Elvira Scotto Richard Cheng Estimates per Bloomberg and FactSet. May not match IBES consensus. J. Edwards Richard Gross Darren Horowitz Brian Lasky Theodore Durbin Mark L Reichman Bradley Olsen Shneur Z Gershuni Jeremy Tonet 21 Recommendation Hold Hold Buy Buy Outperform Buy Overweight Equal Buy Overweight Hold Buy Overweight KMI Reference Valuation Analysis Date of Estimates 8/5/2014 07/29/14 7/21/2014 7/17/2014 7/17/2014 7/17/2014 7/17/2014 7/17/2014 07/17/14 07/17/14 7/1/2014 06/20/14 05/19/14 Target Price $36.00 $31.00 $40.00 $42.00 $41.00 $39.00 $38.00 $37.00 $45.00 $41.00 $37.00 $38.00 $36.00 $38.54 $38.00 $45.00 $31.00#27Comparables#28MLP Transactions Analysis Public MLP mergers greater than $1 billion over the past ten years Announce Date Acquirer/Target 10/10/2013 Regency Energy Partners, L.P. PVR Partners, L.P. 5/6/2013 Inergy Midstream, L.P. Multiples and Premiums on Selected MLP Transactions Enterprise Value as a Multiple of: LTM LTM Equity Value as a Multiple of: LTM LTM Net Income EBITDA EBIT DCF Crestwood Midstream Partners, L.P. 1/30/2013 Kinder Morgan Energy Partners, L.P. Copano Energy, LLC 4/29/2011 Enterprise Products Partners, L.P. Duncan Energy Partners L.P. 6/29/2009 Enterprise Products Partners, L.P. TEPPCO Partners, L.P. 6/12/2006 Plains All-American Pipeline, L.P. Pacific Energy Partners, L.P. 11/1/2004 Valero L.P. Kaneb PipeLine Partners, L.P. Source: Company filings. Excludes acquisitions of GPs BARCLAYS Total Transaction Value $5,675 High Low $2,506 $4,838 $3,305 $5,894 $2,325 $2,580 Mean Median 20.2x 19.3x 19.9x 19.8x 11.0x 17.3x 13.8x 17.3x 19.3x 20.2x 11.0x 22 NA NA NA NA 15 24.7x 195 19.6x 1997 24.7x 157 26.4x 1638 22.1x 19.0x 9.7x 19.2x 19.4x 18.9x 19.2x 26.4x 9.7x NA NA NA NA 16.0x 29.8x 23.2x 23.0x 23.2x 29.8x 16.0x 1-Day 25.7% 14.4% 23.5% 36.1% 9.3% 11.2% 21,2% 20.2% 21.2% 36.1% 9.3% Premiums Paid 30-Day 23.7% 15.2% 36.1% 40.1% 14.9% 11.1% 20.8% Comparables 23.1% 20.8% 40.1% 11.1% 60-Day (0.7%) 6.2% 31.9% 42.9% 34.2% 16.0% 26.3% 22.4% 26.3% 42.9% (0.7%)#29Comparable Midstream Companies Summary Comparison ($ in millions, except per share data) Implied Market Capitalization Implied Enterprise Value Enterprise Value as multiple of EBITDA: 2015E 2016E 2017E DCF Yield: 2015E 2016E 2017E Current Yield 4Q14 Annualized Yield 1Q15 Annualized Yield 2014E Forecasted Coverage Expected Dividend Growth (2015-2017) Large Cap MLPs Without IDRS EPD MMP BARCLAYS $70,841 $88,444 15.9x 14.7x 14.3x 6.06% 6.36% 6.50% 3.83% 3.94% 4.00% 1.5x 7.1% $18,435 $21,095 19.0x 17.8x 16.8x 23 4.97% 5.20% 5.37% 3.16% 3.44% 3.56% 1.4x 12.8% 4 KMI is pro forma transaction assuming 4.5% yield Coverage is 2015E and estimated growth is 2015E-2018E 5. Assumed yield for KM. Large Cap US Midstream C-Corps WMB (¹2) OKEP $56,319 $75,518 13.8x 12.6x 12.3x 4.50% 5.56% 6.07% 3.98% 3.99% 4.22% 1.1x 14.8% $21,906 $28,755 16.0x 13.9x 12.5x 4.00% 4.64% 5.33% Note: Market data as of 8/8/2014, estimates per FactSet and Wall Street research 1. Pro forma for Williams' acquisition of GIP's GP and LP interests in Access Midstream Partners 2 Current yield as announced for Q3 2014 Implied Market Capitalization and Enterprise Value shown on a consolidated basis with WMB, WPZ and ACMP 3. Implied Market Capitalization and Enterprise Value shown on a consolidated basis with OKS 3.63% 3.83% 3.93% 1.4x 9.1% Comparables PF KMI (4) $95,324 $136,140 17.0x 15.2x 13.8x 5.05% 5.45% 5.90% 4.50% NA ΝΑ 1.1x 10.0% (5)#30Other#31Price Performance $40.00 $20.00 $0.00 8/8/2013 $100.00 $50.00 52-Week Intraday High $0.00- $100.00 $50.00 8/8/2013 $0.00 52-Week Intraday High $60.00 $40.00 $20.00 $0.00 52-Week Intraday High 8/8/2013 52-Week Intraday High 8/8/2013 Source: FactSet BARCLAYS $38.30 11/7/2013 $84.98 11/7/2013 $81.46 11/7/2013 $43.15 11/7/2013 2/6/2014 I Volume - Kinder Morgan, Inc. Class P KMP I Volume KMI I Volume 2/6/2014 Kinder Morgan Energy Partners, L.P. KMR 2/6/2014 I Volume Kinder Morgan Management, LLC EPB 2/6/2014 El Paso Pipeline Partners, LP. 24 5/8/2014 5/8/2014 5/8/2014 5/8/2014 36.12 8/8/2014 80.34 8/8/2014 8/8/2014 30,000 20,000 10,000 8/8/2014 Other 20,000 10,000 0 6,000 77.02 4,000 2,000 33.60 5,000 10,000#32KMP / EPB Has-Gets Analysis KMP Status Quo (Value) Expected Distribution Assumed Yield implied Unit Price KMP Pro Forma (Value) KMP Public Units Outstanding KM Share Issued Adjusted Exchange Rate KM Pro Forma Dividend Assumed KMI Yld implied Value of KM Stock Received Cash Portion Received Total Valve to KMP Unitholders Estimated Unitholder Taxes Total Valun to KMP Unihokers (After-Taxes) implied Value Uplit (Pre-tax) pled % Upat (Pre-tax) Implied Value Upan (After-tax) Imped % Up (After-x) Distribution Comparison KMP Status Quo Distribution Equity Funded Adjunted KMP Distribution Pro Forma Dividend to KOMP Unitholders Accretion/Dution)-5 Accretion/Dution)-S KMP 2015 3112 6826 2016 $5.83 58.18 56.46 58.96 $7.00 $7.30 6.96% 6.95% 6.95% 6.95% 6.96% 6.96% $83.94 $88.98 $83.01 $100.21 $102.01 $105.05 $24.30 29% $11.91 14% 2.1931 $2.00 4.50% 311.2 311.2 311.2 3112 6826 6826 2.1931 2.1931 2.1931 2.1931 2.1931 $2.20 $2.42 $2.06 $2.93 $3.22 4.50% 4.50% 4.50% 4.50% 507 47 $107 22 $117.94 $129.73 $142.71 $156.98 $10.77 $10.77 $10.77 $10.77 $10.77 $10.77 $108.24 $117.99 $128.71 $140.50 $153.48 $167.75 (1230) (12:30) (12:30) (12.30) (12:30) (12:30) 596 85 $105.60 $116.32 $128.11 $141.00 $155.36 $40.30 $5.83 80% $5.13 3112 2017 2018 2019 $29.01 $35.70 30% $23.31 25% $16.62 19% $6.18 88% $5.44 $4.39 $4.82 ($0.75) (50 62) (14.5%) (11.3%) $6.40 88% $5.00 2020 83% 56.13 $51.47 562.70 50% 60% $27.91 $30.08 5:50.31 28% 48% 38% $7.09 80% 56.24 $7.30 $5.31 $5.84 $0.42 $7.00 (50.38) (50.290) 50.18 50.64 (6.7%) (4.7%) 3.0% 10.0% EPB Status Quo (Value) Expected Distribution Assumed Yek Implied Unit Price EPB Pro Forma (Value) EPB Public Units Outstanding KMI Share Issued Adjusted Exchange Rate KM Pro Forma Dividend Assumed KM Yild implied Value of KMI Stock Received Cash Portion Received Total Value to EPB Unitholders Estimated Unitholder Taxes Total Value to EPB Unitholders (Afler-Taxes) 25 implied Value Uplit (Pre-tax) implied % Upit (Pre-tex amplied Value Up (Art) Implied% Upit (After tax) Distribution Comparison EPB Status Quo Distribution %Equity Funded Adjunted EPS Distribution Pro Forma Dividend to EPB Unitholders Accretion/Dution)-5 Accretion/Dution)-% EPB 2015 2016 $2.00 7.74% 7.74% $33.00 $2.00 $2.00 80% 52.29 2017 80% $2.73 7.74% $2.73 80% 2018 $2.40 2019 139.2 139.2 139.2 139.2 1302 1392 131.5 131.5 131.5 131.5 131.5 131.5 0.9451 0.9451 0.9451 0.9451 0.9451 0.9451 $2.00 $2.20 52.42 $2.00 $3.22 4.50% 4.50% 4.50% 4.50% 4.50% $42.00 $46.20 550.83 $56.91 561.50 987.05 14.65 $4.66 54.66 $4.85 $4.65 54.85 $46.65 $50.85 $55.40 560.56 506.15 $72.30 (258) (2.88) (288) (288) (288) (28) $43.78 $47.98 $52.60 $57.68 563.27 500.42 $13.05 39% $29.00 $34.03 78% 80% $17.25 $20.20 $24.63 51% 57% 09% $10.18 $14.30 $17.32 $21.76 $26.12 $31.16 30% 49% 01% 70% 81% $2.87 Other $2.78 $2.96 7.74% 7.74% 7.74% $35.93 $37.15 5:38.27 2020 $1.89 $2.08 $2.29 $2.52 12.77 (50.40) (50.21) (30.12) 50.07 50.24 (17.4%) (9.1%) (4.8%) 28% 9.4% $2.78 $2.87 $2.90 80% 80% 80% $2.45 $2.53 $2.61 $3.04 50.44 16.8% Source: Per management. 1. Calculated as 2014E distribution guidance of $5.58 for KMP/$2.60 for EPB divided by current unit prices of $80.34 for KMP/S33.60 for EPB. 2. Calculated by dividing the number of KMI shares issued to unit holders by the number of units outstanding 3. Approximate calculation for an average unit holder. Actual gain could be more or less. Assumes passive losses have not been utilized and can be utilized on the sale to offset ordinary income Assumes individual tax rate of 35% for ordinary income and 22% for capital gains for illustrative purposes. If the maximum federal rates of 40.5% for ordinary income, and 23. 8% for capital gains are used, taxes would be $13.81 and $3. 25 for KMP and EPB, respectively. Based on 8/8/2014 KMI share price of $36.12. BARCLAYS#33KMR Has-Gets Analysis KMR Status Quo (Value) Expected Dividend Assumed Yield Implied Share Price KMR Pro Forma (Value) KMR Public Shares Outstanding KMI Share Issued Implied Value Upit (Pre-Sax) Implied% Uplit (Pre-tax) Implied Value Upl (After-tax) Implied% Uplit (After tax) Dividend Comparison KMR Status Quo Dividend KMR Pro Forma Dividend to KMR Shareholders Accretion/(Dilution)-S Accretion/(Dilution) -% 2015 Adjusted Exchange Ratio KMI Pro Forma Dividend Assumed KMI Yield Implied Value of KMI Stock Received Cash Portion Received Total Value to KMR Shareholders Estimated Shareholder Taxes Total Value to KMR Shareholders (After-Taxes) $110.44 $5.83 7.24% $90.47 $29.97 37% $29.97 37% $5.83 2016 2017 118.5 294.4 2.4849 $2.00 4.50% 118.5 118.5 294.4 294.4 2.4849 2.4849 $2.66 $2.93 4.50% 4.50% $110.44 $121.48 $133.63 $147.00 $161.70 $0.00 $0.00 $0.00 $0.00 $0.00 $110.44 $121.48 $133.63 $147.00 $161.70 $177.86 $121.48 $133.63 $147.00 $161.70 $177.86 $36.18 $44.47 $50.93 $63.90 $77.16 42% 50% 53% 65% 77% $36.18 $44.47 $50.93 $63.90 $77.16 42% 50% 53% 65% 77% 26 1185 118.5 2944 294.4 2.4849 2.4849 $2.20 $2.42 4.50% 4.50% $6.18 96.18 $6.96 $7.09 $7.30 $6.46 7.24% 7.24% 7.24% 7.24% 7.24% $85.30 $89.17 $96.07 $97.79 $100.71 $6.46 $4.97 $5.47 $8.01 ($0.86) (50.71) ($0.45) (14.8%) (11.5%) 2018 Source: Assumptions per KMI management 1. Calculated as 2014E dividend guidance of $5.58 for KMR divided by current share prices of $77.02 for KMR. 2 Calculated by dividing the number of KMI shares issued to shareholders by the number of shares outstanding 3. No shareholder tax. BARCLAYS 2019 $6.96 2020 $7.09 $6.61 $7.28 ($0.35) $0.19 (5.0%) 2.7% 118.5 294.4 24849 $3.22 4.50% $177.86 $0.00 $7.30 $8.00 $0.71 9.7% Other