Acquisitions and Divestitures (Notes)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

2. Acquisitions and Divestitures

Acquisitions

As of June 30, 2024, our preliminary allocation of the purchase price for acquisitions are detailed below.


				Assignment of Purchase Price
Ref	Acquisition	Purchase price		Current assets		Property, plant & equipment		Other long-term assets		Current liabilities		Long-term liabilities		Non-controlling interest		Resulting goodwill
		(In millions)
(1)	North McElroy Unit	$	60	$	1	$	101	$	—	$	—	$	(42)	$	—	$	—
(2)	STX Midstream(a)	1,829		25		1,199		549		(6)		—		(66)		128

(a)The purchase price allocation for the STX Midstream acquisition is preliminary.

(1) North McElroy Unit Acquisition

On June 10, 2024, we completed the acquisition of AVAD Energy Partners’ interest in North McElroy Unit, which is an existing waterflood located in Crane County, Texas for a purchase price of $60 million. The acquired long-term liabilities consist of asset retirement obligations. The acquired assets are included in our CO2 business segment.

(2) South Texas Midstream Pipeline System (STX Midstream) Acquisition

On December 28, 2023, we completed the acquisition of STX Midstream from NextEra Energy Partners for a purchase price of $1,829 million, including purchase price adjustments for working capital. During the six months ended June 30, 2024, the Company identified an adjustment of $38 million to the calculation of noncontrolling interest in addition to measurement period adjustments of $10 million, resulting in a net $28 million decrease to goodwill. The acquired assets are included in our Natural Gas Pipelines business segment.

Pro Forma Information

Pro forma consolidated income statement information that gives effect to the above acquisitions as if they had occurred as of January 1 of each year preceding each transaction is not presented because it would not be materially different from the information presented in our accompanying consolidated statements of income.

Divestitures

CO2 Divestiture

In June 2024, we divested our interests in the Katz Unit, Goldsmith Landreth San Andres Unit, Tall Cotton Field and Reinecke Unit, along with certain shallow interests in the Diamond M Field, all located in the Permian Basin, and received a leasehold interest in an undeveloped leasehold directly adjacent to the SACROC Unit. In addition to the leasehold interest, we received $25 million of cash proceeds from this divestiture, which is reported as an investing activity within “Other, net” on our accompanying consolidated statement of cash flows, and recorded a gain of $41 million, which is reported within “Gain on divestitures, net” on our accompanying consolidated statement of income and includes the effect of a $33 million reduction in our asset retirement obligations that were transferred to the buyer. In July 2024, we paid $6 million for a working capital adjustment related to this divestiture. The assets were included in our CO2 business segment.

Goodwill

Changes in the amounts of our goodwill for the six months ended June 30, 2024 are summarized by reporting unit as follows:


	Natural Gas Pipelines Regulated		Natural Gas Pipelines Non-Regulated		CO2		Products Pipelines		Products Pipelines Terminals		Terminals		Energy Transition Ventures		Total
	(In millions)


Goodwill as of December 31, 2023	$	14,249	$	2,499	$	928	$	1,378	$	151	$	802	$	114	$	20,121
Acquisition(a)	—		(28)		—		—		—		—		—		(28)
Divestitures(b)	—		—		(9)		—		—		—		—		(9)


Goodwill as of June 30, 2024	$	14,249	$	2,471	$	919	$	1,378	$	151	$	802	$	114	$	20,084

(a)Reflects adjustment to purchase price allocation related to the December 2023 STX Midstream acquisition.

(b)Associated with our CO2 business segment assets that were divested in June 2024.