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Acquisitions and Divestitures (Notes) | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions and Divestitures |
3. | Acquisitions and Divestitures
Acquisitions For acquired businesses, we recognize the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of these items requires management’s judgment and the utilization of an independent valuation specialist, if applicable, and involves the use of significant estimates and assumptions. Our allocation of the purchase price for acquisitions completed during the years ended December 31, 2024, 2023 and 2022 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 | $ | 61 |  |  | $ | 1 |  |  | $ | 102 |  |  | $ | — |  |  | $ | — |  |  | $ | (42) |  |  | $ | — |  |  | $ | — |
(2) |  | STX Midstream | 1,829 |  |  | 25 |  |  | 1,199 |  |  | 549 |  |  | (6) |  |  | — |  |  | (66) |  |  | 128 |
(3) |  | Diamond M | 13 |  |  | — |  |  | 25 |  |  | — |  |  | — |  |  | (12) |  |  | — |  |  | — |
(4) |  | North American Natural Resources | 132 |  |  | 2 |  |  | 5 |  |  | 64 |  |  | — |  |  | — |  |  | — |  |  | 61 |
(5) |  | Mas Ranger, LLC | 358 |  |  | 9 |  |  | 31 |  |  | 320 |  |  | (2) |  |  | — |  |  | — |  |  | — |
(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 $61 million. The acquired long-term liabilities consist of asset retirement obligations. The acquired assets are included in our CO 2 business segment. (2) STX 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. Other long-term assets includes $357 million related to customer relationships with weighted average amortization period of 15 years and $192 million related to a 50% equity investment interest in Dos Caminos, LLC. The acquisition included a 90% interest in NET Mexico Pipeline LLC. During the year ended December 31, 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 goodwill consists primarily of synergies expected from the business combination and $124 million of the goodwill recorded is expected to be tax deductible. The acquired assets are included in our Natural Gas business segment. The determination of fair value utilized valuation methodologies including discounted cash flows for the customer relationships intangible assets and the equity method investment and the replacement cost approach for the property, plant and equipment. The significant assumptions made in performing these valuations include the discount rate utilized to value the customer relationships intangible assets and equity method investment and replacement costs used to value property, plant and equipment. (3) Diamond M Acquisition On June 1, 2023, we completed the acquisition of the Diamond M Field from Parallel Petroleum LLC for a purchase price of $13 million, including purchase price adjustments for working capital. During the year ended December 31, 2024, we acquired an additional working interest from Collins Permian LP for a purchase price of $3 million, net of an immaterial asset retirement obligation assumed. These acquired assets, which are adjacent to our SACROC field, are included in our CO2 business segment. (4) North American Natural Resources Acquisition On August 11, 2022, we completed the acquisition of seven landfill assets with the purchase of North American Natural Resources, Inc. and, its sister companies, North American Biofuels, LLC and North American-Central, LLC (NANR) consisting of GTE facilities in Michigan and Kentucky for $132 million, including purchase price adjustments for working capital. Other long-term assets within the purchase price allocation consists of intangibles related to gas rights and customer contracts with a weighted average amortization period of approximately 13 years. The goodwill associated with this acquisition is tax deductible. The acquired assets align with our strategy to invest in low-carbon energy and are included as part of our Energy Transition Ventures group within our CO 2 business segment. During November 2023, the seller exercised its option to repurchase one of the landfill assets for an insignificant amount. (5) Mas Ranger Acquisition On July 19, 2022, we completed an acquisition of three landfill assets with the purchase of Mas Ranger, LLC and its subsidiaries from Mas CanAm, LLC, comprising an RNG facility in Arlington, Texas and medium Btu facilities in Shreveport, Louisiana and Victoria, Texas for $358 million including purchase price adjustments for working capital. Other long-term assets within the purchase price allocation reflects an intangible related to a customer contract with an amortization period of approximately 17 years. The acquired assets align with our strategy to invest in low-carbon energy and are included as part of our Energy Transition Ventures group within our CO 2 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. Subsequent Event On January 13, 2025, we announced that we had entered into an agreement to purchase a natural gas gathering and processing system in North Dakota from Outrigger Energy II LLC for a cash payment of $640 million. The acquisition includes a 0.27 Bcf/d processing facility and a 104-mile, large-diameter, high-pressure rich gas gathering header pipeline with 0.35 Bcf/d of capacity connecting supplies from the Williston Basin area to high-demand markets. Subject to customary closing conditions and regulatory approval, this transaction is expected to close in the first quarter of 2025. Divestitures CO 2 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 $18 million of cash proceeds from this divestiture, net of working capital adjustments, which is reported as an investing activity within “Other, net” on our accompanying consolidated statement of cash flows, and recorded a gain of $40 million, which is reported within “Other income, 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. The assets were included in our CO 2 business segment. Sale of Interest in ELC On September 26, 2022, we completed the sale of a 25.5% ownership interest in ELC. We received net proceeds of $557 million which were used to reduce short-term borrowings. As we continue to have a controlling financial interest in ELC, we recorded an increase of $190 million to “Additional paid in capital” for the impact of the change in our ownership interest in ELC, which is reflected on our accompanying consolidated statement of stockholders’ equity for the year ended December 31, 2022. We continue to own a 25.5% interest in and operate ELC. We continue to consolidate ELC. We have determined that ELC is a variable interest entity and Southern Liquefaction Company, LLC (SLC), which is indirectly controlled by us, is the primary beneficiary because it has the ability to direct the activities that most significantly impact ELC’s economic performance and the right to receive benefits and the obligation to absorb losses. In addition to being the operator of ELC, the evaluation of ELC as a variable interest entity and SLC as the primary beneficiary included consideration of the following: (i) a liquefaction service agreement between ELC and its customer was designed for recovery by ELC of actual costs for operating and maintaining ELC’s facilities, which reduces the risk for all equity owners to absorb losses resulting from cost variability; and (ii) substantially all ELC’s activities involve KMI subsidiaries under common control that provide services for and benefit from the operations of ELC. The following table shows the carrying amount and classification of ELC’s assets and liabilities in our consolidated balance sheets:
| December 31,
| 2024 |  | 2023
| (In millions)
Assets |  |  |
Current assets | $ | 47 |  |  | $ | 46 |
Property, plant and equipment, net | 1,129 |  |  | 1,162 |
Deferred charges and other assets | 6 |  |  | 5 |
Liabilities |  |  |
Current liabilities | $ | 18 |  |  | $ | 15 |
Other long-term liabilities and deferred credits | 49 |  |  | 25 |
We receive distributions from ELC, indirectly, through our interest in SLC, but otherwise, the assets of ELC cannot be used to settle our obligations. ELC’s creditors have no recourse against our general credit and the obligations of ELC may only be settled using the assets of ELC. ELC does not guarantee our debt or other similar commitments.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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