UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q  

☑  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-35081

KINDER MORGAN, INC.

(Exact name of registrant as specified in its charter)

Delaware	80-0682103
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1001 Louisiana Street, Suite 1000, Houston, Texas 77002

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code: 713-369-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class P Common Stock	KMI	New York Stock Exchange
2.250% Senior Notes due 2027	KMI 27 A	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No þ

As of April 18, 2024, the registrant had 2,219,384,484 shares of Class P common stock outstanding.

KINDER MORGAN, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

			Page Number
	Glossary		2
	Information Regarding Forward-Looking Statements		3
	PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income - Three Months Ended March 31, 2024 and 2023		4
	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2024 and 2023		5
	Consolidated Balance Sheets - as of March 31, 2024 and December 31, 2023		6
	Consolidated Statements of Cash Flows - Three Months Ended March 31, 2024 and 2023		7
	Consolidated Statements of Stockholders’ Equity - Three Months Ended March 31, 2024 and 2023		9
	Notes to Consolidated Financial Statements		10
	Note 1.	General	10
	Note 2.	Acquisition	11
	Note 3.	Losses on Impairments	12
	Note 4.	Debt	13
	Note 5.	Stockholders’ Equity	14
	Note 6.	Risk Management	15
	Note 7.	Revenue Recognition	19
	Note 8.	Reportable Segments	21
	Note 9.	Income Taxes	22
	Note 10.	Litigation and Environmental	22
	Note 11.	Recent Accounting Pronouncements	26
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	General and Basis of Presentation		27
	Results of Operations		27
	Overview		27
	Consolidated Earnings Results		30
	Non-GAAP Financial Measures		32
	Segment Earnings Results		36
	Liquidity and Capital Resources		42
	Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries		47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		48
Item 4.	Controls and Procedures		48
	PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings		48
Item 1A.	Risk Factors		48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3.	Defaults Upon Senior Securities		49
Item 4.	Mine Safety Disclosures		49
Item 5.	Other Information		49
Item 6.	Exhibits		50
	Signature		51

1

KINDER MORGAN, INC. AND SUBSIDIARIES

GLOSSARY

Company Abbreviations

EPNG	=	El Paso Natural Gas Company, L.L.C.	Ruby	=	Ruby Pipeline Holding Company, L.L.C.
KMBT	=	Kinder Morgan Bulk Terminals, Inc.	SFPP	=	SFPP, L.P.
KMI	=	Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries	SNG	=	Southern Natural Gas Company, L.L.C.
			TGP	=	Tennessee Gas Pipeline Company, L.L.C.
KMLT	=	Kinder Morgan Liquid Terminals, LLC
Unless the context otherwise requires, references to “we,” “us,” “our,” or “the Company” are intended to mean Kinder Morgan, Inc. and its majority-owned and/or controlled subsidiaries.
Common Industry and Other Terms
/d	=	per day	LLC	=	limited liability company
Bbl	=	barrels	MBbl	=	thousand barrels
BBtu	=	billion British Thermal Units	MMBbl	=	million barrels
Bcf	=	billion cubic feet	MMtons	=	million tons
CERCLA	=	Comprehensive Environmental Response, Compensation and Liability Act	NGL	=	natural gas liquids
			NYMEX	=	New York Mercantile Exchange
CO2	=	carbon dioxide or our CO2 business segment	OTC	=	over-the-counter
DD&A	=	depreciation, depletion and amortization	RNG	=	Renewable natural gas
EPA	=	U.S. Environmental Protection Agency	ROU	=	Right-of-Use
FASB	=	Financial Accounting Standards Board	U.S.	=	United States of America
GAAP	=	U.S. Generally Accepted Accounting Principles	WTI	=	West Texas Intermediate

2

Information Regarding Forward-Looking Statements

This report includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “outlook,” “continue,” “estimate,” “expect,” “may,” “will,” “shall,” or the negative of those terms or other variations of them or comparable terminology. In particular, expressed or implied statements concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow, service debt or pay dividends, are forward-looking statements. Forward-looking statements in this report include, among others, express or implied statements pertaining to: long-term demand for our assets and services, expected financial results, dividends, sustaining and discretionary/expansion capital expenditures, our cash requirements and our financing and capital allocation strategy, anticipated impacts of litigation and legal or regulatory developments, and our capital projects, including expected completion timing and benefits of those projects.

Important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements in this report include: the timing and extent of changes in the supply of and demand for the products we transport and handle; commodity prices; the outcomes of challenges to new regulations; our ability to mitigate the impacts of and recover expenditures made in respect of new regulations; and the other risks and uncertainties described in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this report, as well as “Information Regarding Forward-Looking Statements,” Part I, Item 1A. “Risk Factors” and Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2023 (except to the extent such information is modified or superseded by information in subsequent reports).

You should keep these risk factors in mind when considering forward-looking statements. These risk factors could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement. We disclaim any obligation, other than as required by applicable law, to publicly update or revise any of our forward-looking statements to reflect future events or developments.

3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts, unaudited)

	Three Months Ended March 31,
	2024		2023
Revenues
Services	$	2,232	$	2,069
Commodity sales	1,520		1,785
Other	90		34
Total Revenues	3,842		3,888
Operating Costs, Expenses and Other
Costs of sales (exclusive of items shown separately below)	1,107		1,215
Operations and maintenance	680		639
Depreciation, depletion and amortization	587		565
General and administrative	175		166
Taxes, other than income taxes	111		110
Gain on divestitures, net	(32)		—
Other income, net	(9)		(1)
Total Operating Costs, Expenses and Other	2,619		2,694
Operating Income	1,223		1,194
Other Income (Expense)
Earnings from equity investments	243		165
Amortization of excess cost of equity investments	(12)		(17)
Interest, net	(472)		(445)
Other, net	—		2
Total Other Expense	(241)		(295)
Income Before Income Taxes	982		899
Income Tax Expense	(209)		(196)
Net Income	773		703
Net Income Attributable to Noncontrolling Interests	(27)		(24)
Net Income Attributable to Kinder Morgan, Inc.	$	746	$	679
Class P Common Stock
Basic and Diluted Earnings Per Share	$	0.33	$	0.30
Basic and Diluted Weighted Average Shares Outstanding	2,220		2,247

The accompanying notes are an integral part of these consolidated financial statements.

4

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, unaudited)

	Three Months Ended March 31,
	2024		2023
Net income	$	773	$	703
Other comprehensive (loss) income, net of tax
Net unrealized (loss) gain from derivative instruments (net of taxes of $21 and $(32), respectively)	(69)		106
Reclassification into earnings of net derivative instruments (gain) to net income (net of taxes of $1 and $15, respectively)	(3)		(49)
Benefit plan adjustments (net of taxes of $(4) and $(1), respectively)	13		4
Total other comprehensive (loss) income	(59)		61
Comprehensive income	714		764
Comprehensive income attributable to noncontrolling interests	(27)		(24)
Comprehensive income attributable to KMI	$	687	$	740

The accompanying notes are an integral part of these consolidated financial statements.

5

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts, unaudited)

	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	119	$	83
Restricted deposits	24		13
Accounts receivable	1,404		1,588
Fair value of derivative contracts	55		126
Inventories	548		525
Other current assets	157		207
Total current assets	2,307		2,542
Property, plant and equipment, net	37,313		37,297
Investments	7,906		7,874
Goodwill	20,094		20,121
Other intangibles, net	1,907		1,957
Deferred charges and other assets	1,209		1,229
Total Assets	$	70,736	$	71,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of debt	$	1,975	$	4,049
Accounts payable	1,074		1,366
Accrued interest	365		513
Accrued taxes	196		272
Fair value of derivative contracts	270		205
Other current liabilities	695		816
Total current liabilities	4,575		7,221
Long-term liabilities and deferred credits
Long-term debt
Outstanding	30,071		27,880
Debt fair value adjustments	100		187
Total long-term debt	30,171		28,067
Deferred income taxes	1,568		1,388
Other long-term liabilities and deferred credits	2,679		2,615
Total long-term liabilities and deferred credits	34,418		32,070
Total Liabilities	38,993		39,291
Commitments and contingencies (Notes 4 and 10)
Stockholders’ Equity
Class P Common Stock, $0.01 par value, 4,000,000,000 shares authorized, 2,219,374,654 and 2,219,729,644 shares, respectively, issued and outstanding	22		22
Additional paid-in capital	41,200		41,190
Accumulated deficit	(10,574)		(10,689)
Accumulated other comprehensive loss	(276)		(217)
Total Kinder Morgan, Inc.’s stockholders’ equity	30,372		30,306
Noncontrolling interests	1,371		1,423
Total Stockholders’ Equity	31,743		31,729
Total Liabilities and Stockholders’ Equity	$	70,736	$	71,020

The accompanying notes are an integral part of these consolidated financial statements.

6

KINDER MORGAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)
	Three Months Ended March 31,
	2024		2023
Cash Flows From Operating Activities
Net income	$	773	$	703
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization	587		565
Deferred income taxes	198		190
Amortization of excess cost of equity investments	12		17
Change in fair value of derivative contracts	50		(66)
Gain on divestitures, net	(32)		—
Earnings from equity investments	(243)		(165)
Distributions of equity investment earnings	183		188
Changes in components of working capital
Accounts receivable	159		536
Inventories	(17)		88
Other current assets	25		93
Accounts payable	(187)		(368)
Accrued interest, net of interest rate swaps	(134)		(162)
Accrued taxes	(75)		(73)
Other current liabilities	(101)		(161)
Other, net	(9)		(52)
Net Cash Provided by Operating Activities	1,189		1,333
Cash Flows From Investing Activities
Capital expenditures	(619)		(507)
Contributions to investments	(18)		(45)
Distributions from equity investments in excess of cumulative earnings	35		61
Other, net	30		(17)
Net Cash Used in Investing Activities	(572)		(508)
Cash Flows From Financing Activities
Issuances of debt	4,007		2,794
Payments of debt	(3,882)		(3,180)
Debt issue costs	(17)		(13)
Dividends	(631)		(627)
Repurchases of shares	(7)		(113)
Distributions to noncontrolling interests	(39)		(39)
Other, net	(1)		(3)
Net Cash Used in Financing Activities	(570)		(1,181)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Deposits	47		(356)
Cash, Cash Equivalents and Restricted Deposits, beginning of period	96		794
Cash, Cash Equivalents and Restricted Deposits, end of period	$	143	$	438

7

KINDER MORGAN, INC. AND SUBSIDIARIES (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions, unaudited)
	Three Months Ended March 31,
	2024		2023
Cash and Cash Equivalents, beginning of period	$	83	$	745
Restricted Deposits, beginning of period	13		49
Cash, Cash Equivalents and Restricted Deposits, beginning of period	96		794
Cash and Cash Equivalents, end of period	119		416
Restricted Deposits, end of period	24		22
Cash, Cash Equivalents and Restricted Deposits, end of period	143		438
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Deposits	$	47	$	(356)
Non-cash Investing and Financing Activities
ROU assets and operating lease obligations recognized including adjustments	$	20	$	11
Assets contributed to equity investment	—		16
Net increase in property, plant and equipment from both accruals and contractor retainage			15
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest (net of capitalized interest)	606		617
Cash (refund) paid during the period for income taxes, net	(2)		1

The accompanying notes are an integral part of these consolidated financial statements.

8

KINDER MORGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, unaudited)

	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Stockholders’ equity attributable to KMI		Non- controlling interests		Total
	Issued shares	Par value
Balance at December 31, 2023	2,220	$	22	$	41,190	$	(10,689)	$	(217)	$	30,306	$	1,423	$	31,729
Repurchases of shares	(1)			(7)						(7)				(7)
Restricted shares				17						17				17
Net income						746				746		27		773
Dividends						(631)				(631)				(631)
Distributions										—		(39)		(39)
Acquisition adjustment (Note 2)										—		(38)		(38)
Other										—		(2)		(2)
Other comprehensive loss								(59)		(59)				(59)
Balance at March 31, 2024	2,219	$	22	$	41,200	$	(10,574)	$	(276)	$	30,372	$	1,371	$	31,743

	Common stock			Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Stockholders’ equity attributable to KMI		Non- controlling interests		Total
	Issued shares	Par value
Balance at December 31, 2022	2,248	$	22	$	41,673	$	(10,551)	$	(402)	$	30,742	$	1,372	$	32,114
Repurchases of shares	(7)			(113)						(113)				(113)
Restricted shares				15						15				15
Net income						679				679		24		703
Dividends						(627)				(627)				(627)
Distributions										—		(39)		(39)
Other comprehensive income								61		61				61
Balance at March 31, 2023	2,241	$	22	$	41,575	$	(10,499)	$	(341)	$	30,757	$	1,357	$	32,114

The accompanying notes are an integral part of these consolidated financial statements.

9

KINDER MORGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

Organization

We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 79,000 miles of pipelines, 139 terminals, 702 Bcf of working natural gas storage capacity and have RNG generation capacity of approximately 6.1 Bcf per year of gross production. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, CO2, renewable fuels and other products, and our terminals store and handle various commodities including gasoline, diesel fuel, jet fuel, chemicals, metals, petroleum coke, and ethanol and other renewable fuels and feedstocks.

Basis of Presentation

General

Our accompanying unaudited consolidated financial statements have been prepared under the rules and regulations of the U.S. Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the FASB’s Accounting Standards Codification (ASC), the single source of GAAP. In compliance with such rules and regulations, all significant intercompany items have been eliminated in consolidation.

In our opinion, all adjustments, which are of a normal and recurring nature, considered necessary for a fair statement of our financial position and operating results for the interim periods have been included in the accompanying consolidated financial statements, and certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2023 Form 10-K.

The accompanying unaudited consolidated financial statements include our accounts and the accounts of our subsidiaries over which we have control or are the primary beneficiary. We evaluate our financial interests in business enterprises to determine if they represent variable interest entities where we are the primary beneficiary.  If such criteria are met, we consolidate the financial statements of such businesses with those of our own.

Earnings per Share

We calculate earnings per share using the two-class method. Earnings were allocated to Class P common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings or excess distributions over earnings to the extent that each security participates in undistributed earnings or excess distributions over earnings. Our unvested restricted stock awards, which may be restricted stock or restricted stock units issued to employees and non-employee directors and include dividend equivalent payments, do not participate in excess distributions over earnings.

10

The following table sets forth the allocation of net income available to shareholders of Class P common stock and participating securities:

	Three Months Ended March 31,
	2024		2023
	(In millions, except per share amounts)
Net Income Available to Stockholders	$	746	$	679
Participating securities:
Less: Net Income Allocated to Restricted Stock Awards(a)	(4)		(4)
Net Income Allocated to Common Stockholders	$	742	$	675
Basic Weighted Average Shares Outstanding	2,220		2,247
Basic Earnings Per Share	$	0.33	$	0.30

(a)As of March 31, 2024, there were 13 million restricted stock awards outstanding.

The following table presents the maximum number of potential common stock equivalents which are antidilutive and, accordingly, are excluded from the determination of diluted earnings per share. As we have no other common stock equivalents, our diluted earnings per share are the same as our basic earnings per share for all periods presented.

	Three Months Ended March 31,
	2024	2023
	(In millions on a weighted average basis)
Unvested restricted stock awards	13	13
Convertible trust preferred securities	3	3

2. Acquisition

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 $1,831 million, including preliminary purchase price adjustments for working capital. During the quarter ended March 31, 2024, the Company identified an adjustment of $38 million to the calculation of noncontrolling interest in addition to measurement period adjustments of $11 million, resulting in a net $27 million decrease to goodwill. Our allocation of the purchase price is summarized below:

			Assignment of Purchase Price
Acquisition	Purchase price		Current assets		Property, plant & equipment		Other long-term assets		Current liabilities		Non-controlling interest		Resulting goodwill
	(In millions)
STX Midstream(a)	$	1,831	$	25	$	1,199	$	549	$	(5)	$	(66)	$	129

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

Pro Forma Information

Pro forma consolidated income statement information that gives effect to the above acquisition as if it had occurred as of January 1, 2023 is not presented because it would not be materially different from the information presented in our accompanying consolidated statements of income.

11

Goodwill

Changes in the amounts of our goodwill for the three months ended March 31, 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)	—		(27)		—		—		—		—		—		(27)
Goodwill as of March 31, 2024	$	14,249	$	2,472	$	928	$	1,378	$	151	$	802	$	114	$	20,094

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

3. Losses on Impairments

Impairments

During the first quarter of 2023, we recognized an impairment of $67 million related to our investment in Double Eagle Pipeline LLC (Double Eagle). The impairment was driven by lower expected renewal rates on contracts that expired in the second half of 2023. The impairment is recognized on our accompanying consolidated statement of income for the three months ended March 31, 2023 within “Earnings from equity investments.” Our investment in Double Eagle and associated earnings is included within our Products Pipelines business segment.

Ruby Chapter 11 Bankruptcy

On January 13, 2023, the bankruptcy court confirmed a plan of reorganization satisfactory to all interested parties regarding Ruby, which involved payment of Ruby’s outstanding senior notes with the proceeds from the sale of Ruby to Tallgrass Energy LP, a settlement by KMI and Pembina Pipeline Corporation of certain potential causes of action relating to the bankruptcy, and cash on hand. Our payment to the bankruptcy estate, net of payments received in respect of a long-term subordinated note receivable from Ruby, was approximately $28.5 million which was accrued for as of December 31, 2022. Consummation of the settlement and the sale of Ruby to Tallgrass occurred on January 13, 2023. We fully impaired our equity investment in Ruby in the fourth quarter of 2019 and fully impaired our investment in Ruby’s subordinated notes in the first quarter of 2021.

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4. Debt

The following table provides information on the principal amount of our outstanding debt balances:

	March 31, 2024		December 31, 2023
	(In millions, unless otherwise stated)
Current portion of debt
$3.5 billion credit facility due August 20, 2027	$	—	$	—
Commercial paper notes(a)	525		1,989
Current portion of senior notes
4.15% due February 2024	—		650
4.30% due May 2024	600		600
4.25% due September 2024	650		650
Trust I preferred securities, 4.75%, due March 2028(b)	111		111
Current portion of other debt	89		49
Total current portion of debt	1,975		4,049
Long-term debt (excluding current portion)
Senior notes	29,492		27,255
EPC Building, LLC, promissory note, 3.967%, due 2023 through 2035	307		311
Trust I preferred securities, 4.75%, due March 2028	110		110
Other	162		204
Total long-term debt	30,071		27,880
Total debt(c)	$	32,046	$	31,929

(a)Weighted average interest rate on borrowings at March 31, 2024 and December 31, 2023 was 5.50% and 5.68%, respectively.

(b)Reflects the portion of cash consideration payable if all the outstanding securities as of the end of the reporting period were converted by the holders.

(c)Excludes our “Debt fair value adjustments” which, as of March 31, 2024 and December 31, 2023, increased our total debt balances by $100 million and $187 million, respectively.

We and substantially all of our wholly owned domestic subsidiaries are parties to a cross guarantee agreement whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other party to the agreement.

On February 1, 2024, we issued in a registered offering, two series of senior notes consisting of $1,250 million aggregate principal amount of 5.00% senior notes due 2029 and $1,000 million aggregate principal amount of 5.40% senior notes due 2034 and received combined net proceeds of $2,230 million.

Credit Facilities and Restrictive Covenants

As of March 31, 2024, we had no borrowings outstanding under our credit facility, $525 million borrowings outstanding under our commercial paper program and $81 million in letters of credit. Our availability under our credit facility as of March 31, 2024 was $2.9 billion. For the period ended March 31, 2024, we were in compliance with all required covenants.

Fair Value of Financial Instruments

The carrying value and estimated fair value of our outstanding debt balances are disclosed below:

	March 31, 2024				December 31, 2023
	Carrying value		Estimated fair value(a)		Carrying value		Estimated fair value(a)
	(In millions)
Total debt	$	32,146	$	31,280	$	32,116	$	31,370

(a)Included in the estimated fair value are amounts for our Trust I Preferred Securities of $209 million and $207 million as of March 31, 2024 and December 31, 2023, respectively.

13

We used Level 2 input values to measure the estimated fair value of our outstanding debt balance as of both March 31, 2024 and December 31, 2023.

5. Stockholders’ Equity

Class P Common Stock

We have a board-approved share buy-back program that authorizes share repurchase of up to $3 billion. During the three months ended March 31, 2024, we repurchased less than 1 million of our shares for $7 million at an average price of $16.50 per share.

Dividends

The following table provides information about our per share dividends:

	Three Months Ended March 31,
	2024		2023
Per share cash dividend declared for the period	$	0.2875	$	0.2825
Per share cash dividend paid in the period	0.2825		0.2775

On April 17, 2024, our board of directors declared a cash dividend of $0.2875 per share for the quarterly period ended March 31, 2024, which is payable on May 15, 2024 to shareholders of record as of the close of business on April 30, 2024.

Accumulated Other Comprehensive Loss

Changes in the components of our “Accumulated other comprehensive loss” not including noncontrolling interests are summarized as follows:

	Net unrealized gains/(losses) on cash flow hedge derivatives		Pension and other postretirement liability adjustments		Total accumulated other comprehensive loss
	(In millions)
Balance as of December 31, 2023	$	(44)	$	(173)	$	(217)
Other comprehensive (loss) gain before reclassifications	(69)		13		(56)
Gain reclassified from accumulated other comprehensive loss	(3)		—		(3)
Net current-period change in accumulated other comprehensive loss	(72)		13		(59)
Balance as of March 31, 2024	$	(116)	$	(160)	$	(276)

	Net unrealized gains/(losses) on cash flow hedge derivatives		Pension and other postretirement liability adjustments		Total accumulated other comprehensive loss
	(In millions)
Balance as of December 31, 2022	$	(164)	$	(238)	$	(402)
Other comprehensive gain before reclassifications	106		4		110
Gain reclassified from accumulated other comprehensive loss	(49)		—		(49)
Net current-period change in accumulated other comprehensive loss	57		4		61
Balance as of March 31, 2023	$	(107)	$	(234)	$	(341)

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6.  Risk Management

Certain of our business activities expose us to risks associated with unfavorable changes in the market price of natural gas, NGL and crude oil. We also have exposure to interest rate and foreign currency risk as a result of the issuance of our debt obligations. Pursuant to our management’s approved risk management policy, we use derivative contracts to hedge or reduce our exposure to some of these risks.

Energy Commodity Price Risk Management

As of March 31, 2024, we had the following outstanding commodity forward contracts to hedge our forecasted energy commodity purchases and sales:

	Net open position long/(short)
Derivatives designated as hedging contracts
Crude oil fixed price	(16.6)	MMBbl
Natural gas fixed price	(71.1)	Bcf
Natural gas basis	(48.9)	Bcf
Derivatives not designated as hedging contracts
Crude oil fixed price	(0.9)	MMBbl
Crude oil basis	(4.2)	MMBbl
Natural gas fixed price	(3.2)	Bcf
Natural gas basis	(76.6)	Bcf
NGL fixed price	(1.4)	MMBbl

As of March 31, 2024, the maximum length of time over which we have hedged, for accounting purposes, our exposure to the variability in future cash flows associated with energy commodity price risk is through December 2028.

Interest Rate Risk Management

We utilize interest rate derivatives to hedge our exposure to both changes in the fair value of our fixed rate debt instruments and variability in expected future cash flows attributable to variable interest rate payments. The following table summarizes our outstanding interest rate contracts as of March 31, 2024:

	Notional amount		Accounting treatment	Maximum term
	(In millions)
Derivatives designated as hedging instruments
Fixed-to-variable interest rate contracts(a)	$	5,950	Fair value hedge	March 2035

(a)The principal amount of hedged senior notes consisted of $1,200 million included in “Current portion of debt” and $4,750 million included in “Long-term debt” on our accompanying consolidated balance sheets.

Foreign Currency Risk Management

We utilize foreign currency derivatives to hedge our exposure to variability in foreign exchange rates. The following table summarizes our outstanding foreign currency contracts as of March 31, 2024:

	Notional amount		Accounting treatment	Maximum term
	(In millions)
Derivatives designated as hedging instruments
EUR-to-USD cross currency swap contracts(a)	$	543	Cash flow hedge	March 2027

(a)These swaps eliminate the foreign currency risk associated with our Euro-denominated debt.

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Impact of Derivative Contracts on Our Consolidated Financial Statements

The following table summarizes the fair values of our derivative contracts included on our accompanying consolidated balance sheets:

Fair Value of Derivative Contracts
	Location	Derivatives Asset				Derivatives Liability
		March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
		(In millions)
Derivatives designated as hedging instruments
Energy commodity derivative contracts
	Fair value of derivative contracts/(Fair value of derivative contracts)	$	37	$	77	$	(116)	$	(75)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	—		12		(50)		(29)
	Subtotal	37		89		(166)		(104)
Interest rate contracts
	Fair value of derivative contracts/(Fair value of derivative contracts)	—		—		(116)		(120)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	28		37		(198)		(158)
	Subtotal	28		37		(314)		(278)
Foreign currency contracts
	Fair value of derivative contracts/(Fair value of derivative contracts)	—		—		(12)		(2)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	—		—		(2)		(2)
	Subtotal	—		—		(14)		(4)
	Total	65		126		(494)		(386)
Derivatives not designated as hedging instruments
Energy commodity derivative contracts
	Fair value of derivative contracts/(Fair value of derivative contracts)	18		49		(26)		(8)
	Deferred charges and other assets/(Other long-term liabilities and deferred credits)	2		3		(1)		(1)
	Total	20		52		(27)		(9)
	Total derivatives	$	85	$	178	$	(521)	$	(395)

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The following two tables summarize the fair value measurements of our derivative contracts based on the three levels established by the ASC. The tables also identify the impact of derivative contracts which we have elected to present on our accompanying consolidated balance sheets on a gross basis that are eligible for netting under master netting agreements.

	Balance sheet asset fair value measurements by level								Contracts available for netting		Cash collateral held(a)
	Level 1		Level 2		Level 3		Gross amount						Net amount
	(In millions)
As of March 31, 2024
Energy commodity derivative contracts(b)	$	39	$	18	$	—	$	57	$	(34)	$	—	$	23
Interest rate contracts	—		28		—		28		—		—		28
As of December 31, 2023
Energy commodity derivative contracts(b)	$	65	$	75	$	—	$	140	$	(16)	$	—	$	124
Interest rate contracts	—		38		—		38		—		—		38

	Balance sheet liability fair value measurements by level								Contracts available for netting		Cash collateral posted(a)
	Level 1		Level 2		Level 3		Gross amount						Net amount
	(In millions)
As of March 31, 2024
Energy commodity derivative contracts(b)	$	(21)	$	(172)	$	—	$	(193)	$	34	$	(21)	$	(180)
Interest rate contracts	—		(314)		—		(314)		—		—		(314)
Foreign currency contracts	—		(14)		—		(14)		—		—		(14)
As of December 31, 2023
Energy commodity derivative contracts(b)	$	(17)	$	(96)	$	—	$	(113)	$	16	$	(85)	$	(182)
Interest rate contracts	—		(278)		—		(278)		—		—		(278)
Foreign currency contracts	—		(4)		—		(4)		—		—		(4)

(a)Any cash collateral paid or received is reflected in this table, but only to the extent that it represents variation margins. Any amount associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from this table.

(b)Level 1 consists primarily of NYMEX natural gas futures. Level 2 consists primarily of OTC WTI swaps, NGL swaps and crude oil basis swaps.

The following tables summarize the pre-tax impact of our derivative contracts on our accompanying consolidated statements of income and comprehensive income:

Derivatives in fair value hedging relationships	Location	Gain/(loss) recognized in income  on derivative and related hedged item
		Three Months Ended March 31,
		2024		2023
		(In millions)
Interest rate contracts	Interest, net	$	(56)	$	118
Hedged fixed rate debt(a)	Interest, net	$	57	$	(118)

(a)As of March 31, 2024, the cumulative amount of fair value hedging adjustments to our hedged fixed rate debt was a decrease of $292 million included in “Debt fair value adjustments” on our accompanying consolidated balance sheet.

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Derivatives in cash flow hedging relationships	Gain/(loss) recognized in OCI on derivative(a)				Location	Gain/(loss) reclassified from Accumulated OCI into income
	Three Months Ended March 31,					Three Months Ended March 31,
	2024		2023			2024		2023
	(In millions)					(In millions)
Energy commodity derivative contracts	$	(93)	$	135	Revenues—Commodity sales	$	20	$	64
					Costs of sales	(7)		(7)
Interest rate contracts	13		—		Interest, net	4		—
Foreign currency contracts	(10)		3		Other, net	(13)		7
Total	$	(90)	$	138	Total	$	4	$	64

(a)We expect to reclassify approximately $96 million of loss associated with cash flow hedge price risk management activities included in our accumulated other comprehensive loss balance as of March 31, 2024 into earnings during the next twelve months (when the associated forecasted transactions are also expected to impact earnings); however, actual amounts reclassified into earnings could vary materially as a result of changes in market prices.

Derivatives not designated as accounting hedges	Location	Gain/(loss) recognized in income on derivatives
		Three Months Ended March 31,
		2024		2023
		(In millions)
Energy commodity derivative contracts	Revenues—Commodity sales	$	(11)	$	22
	Costs of sales	(14)		69
	Earnings from equity investments	—		1
Interest rate contracts	Interest, net	(2)		5
Total(a)		$	(27)	$	97

(a)The three months ended March 31, 2024 and 2023 amounts include approximate gains of $24 million and $28 million, respectively, associated with natural gas, crude and NGL derivative contract settlements.

Credit Risks

In conjunction with certain derivative contracts, we are required to provide collateral to our counterparties, which may include posting letters of credit or placing cash in margin accounts. As of March 31, 2024 and December 31, 2023, we had no outstanding letters of credit supporting our commodity price risk management program. As of March 31, 2024 we had cash margins of $7 million posted by us with our counterparties as collateral and reported within “Restricted deposits” on our accompanying consolidated balance sheet. As of December 31, 2023, we had cash margins of $63 million posted by our counterparties with us as collateral and reported within “Other current liabilities” on our accompanying consolidated balance sheet. The cash margin balance at March 31, 2024 represents our initial margin requirements of $28 million and variation margin requirements of $21 million posted by our counterparties. We also use industry standard commercial agreements that allow for the netting of exposures associated with transactions executed under a single commercial agreement. Additionally, we generally utilize master netting agreements to offset credit exposure across multiple commercial agreements with a single counterparty.

We also have agreements with certain counterparties to our derivative contracts that contain provisions requiring the posting of additional collateral upon a decrease in our credit rating. As of March 31, 2024, based on our current mark-to-market positions and posted collateral, we estimate that if our credit rating were downgraded one notch, we would not be required to post additional collateral. If we were downgraded two notches, we estimate that we would be required to post $118 million of additional collateral.

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7. Revenue Recognition

Disaggregation of Revenues

The following tables present our revenues disaggregated by segment, revenue source and type of revenue for each revenue source:

	Three Months Ended March 31, 2024
	Natural Gas Pipelines		Products Pipelines		Terminals		CO2		Corporate and Eliminations		Total
	(In millions)
Revenues from contracts with customers(a)
Services
Firm services(b)	$	992	$	58	$	212	$	—	$	(1)	$	1,261
Fee-based services	271		248		109		12		(1)		639
Total services	1,263		306		321		12		(2)		1,900
Commodity sales
Natural gas sales	624		—		—		23		(3)		644
Product sales	223		364		13		267		(1)		866
Total commodity sales	847		364		13		290		(4)		1,510
Total revenues from contracts with customers	2,110		670		334		302		(6)		3,410
Other revenues(c)
Leasing services(d)	115		53		162		12		—		342
Derivatives adjustments on commodity sales	42		(1)		—		(32)		—		9
Other	69		6		—		6		—		81
Total other revenues	226		58		162		(14)		—		432
Total revenues	$	2,336	$	728	$	496	$	288	$	(6)	$	3,842

Three Months Ended March 31, 2023
Natural Gas Pipelines	Products Pipelines	Terminals	CO2