What changed in this filing

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Item 1A. Risk Factors

2024-02-21 compared with 2023-02-27 · 32 added, 36 removed, 367 unchanged (16% of the section changed)

25 unchanged sentences

• Development and rate of adoption of alternative energy sources;

• The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

• The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability and the ability of other energy companies with whom we conduct or seek to conduct business, to obtain necessary permits and approvals, and our ability to achieve favorable rate proceeding outcomes;

• Our exposure to the credit risk of our customers and counterparties;

7 unchanged sentences

• The impacts of operational and developmental hazards and unforeseen interruptions;

• The risks resulting from outbreaks or other public health crises, including COVID-19;

• The risks resulting from outbreaks or other public health crises;

• Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

5 unchanged sentences

• The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;

• Changes in the current geopolitical situation, including the Russian invasion of Ukraine;

• Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East including between Israel and Hamas and conflicts involving Iran and its proxy forces;

• Changes in U.S.

26 unchanged sentences

Alternative fuel sources such as electricity, coal, fuel oils, or nuclear energy, as well as technological advances and renewable sources of energy, could reduce demand for natural gas in our markets and have an adverse effect on our business.

Governmentally imposed constraints, such as prohibitions on natural gas hookups in newly constructed buildings, could also artificially limit new demand for natural gas.

Governmentally imposed constraints, such as prohibitions on natural gas hookups in newly constructed buildings and the recently announced permit freeze for new LNG export projects, could also artificially limit new demand for natural gas.

A failure to obtain access to sufficient natural gas supplies or a reduction in demand for our services in the markets we serve could result in impairments of our assets and have a material adverse effect on our business, financial condition, results of operations, and cash flows.

29 unchanged sentences

In some instances, we encounter opposition that disfavors hydrocarbon-based energy supplies regardless of practical implementation or financial considerations.

Opposition to our operation and expansion can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt, or delay the operation or expansion of our assets and business.

assets, or lawsuits or other actions designed to prevent, disrupt, or delay the operation or expansion of our assets and business.

In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property, or the environment or lead to extended interruptions of our operations.

Any such event that delays or prevents the expansion of our business, that interrupts the revenues generated by our operations, or which causes us to make

significant expenditures not covered by insurance, could adversely affect our financial condition and results of operations.

Any such event that delays or prevents the expansion of our business, that interrupts the revenues generated by our operations, or which causes us to make significant expenditures not covered by insurance, could adversely affect our financial condition and results of operations.

We may not be able to grow or effectively manage our growth.

22 unchanged sentences

The operations of our current non-wholly-owned subsidiaries, including the Nonconsolidated Entities, are conducted in accordance with their organizational documents.

We anticipate that we will enter into more such

arrangements, including through new joint venture structures or new Nonconsolidated Entities.

We anticipate that we will enter into more such arrangements, including through new joint venture structures or new Nonconsolidated Entities.

We may have limited operational flexibility in such current and future arrangements, and we may not be able to control the timing or amount of cash distributions received.

30 unchanged sentences

If a supplier on which one of our businesses depends were to fail to timely supply required goods and services, such business may not be able to replace such goods and services in a timely manner or otherwise on favorable terms or at all.

If our business is unable to adequately diversify or otherwise mitigate such supplier concentration risks and such risks were realized, such businesses could be subject to reduced revenues and increased expenses, which could have a material adverse effect on our financial condition, results of operation, and cash flows.

Failure of our service providers or disruptions to our outsourcing relationships might negatively impact our ability to conduct our business.

12 unchanged sentences

Regardless of the industry, investors’ increased focus and activism related to ESG (as proponents or opponents) and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.

Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We face pressures from our stockholders, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability.

Our stockholders may require us to implement ESG procedures or standards in order to continue engaging with us, to remain invested in us or before they may make further investments in us.

Additionally, we may face reputational challenges in the event our

ESG procedures or standards do not meet the standards set by certain constituencies.

Additionally, we may face reputational challenges in the event our ESG procedures or standards do not meet the standards set by certain constituencies.

We adopted certain practices as highlighted in our 2022 Sustainability Report, including with respect to air emissions, biodiversity and land use, climate change, and environmental stewardship.

39 unchanged sentences

Given the volatile nature of the commodities we transport, process, store, and sell, our assets and the assets of our customers and others in our industry may be targets of terrorist activities.

Uncertainty surrounding the Russian invasion of Ukraine, or other sustained military campaigns, may affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism.

Uncertainty surrounding the Russian invasion of Ukraine, conflicts in the Middle East including between Israel and Hamas and conflicts involving Iran and its proxy forces, or other sustained military campaigns, may affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism.

A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets, or cause significant harm to our operations, such as full or partial disruption to our ability to produce, process, transport, or distribute natural gas, NGLs, or other commodities.

6 unchanged sentences

While we believe that we maintain appropriate information security policies, practices, and protocols, we regularly face cybersecurity and other security threats to our information technology infrastructure, which could include threats to our operational industrial control systems and safety systems that operate our pipelines, plants, and assets.

We face unlawful attempts to gain access to our information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists”, or private individuals.

We face unlawful attempts to gain access to our information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups,

“hacktivists”, or private individuals.

We face the threat of theft and misuse of sensitive data and information, including customer and employee information.

2 unchanged sentences

In addition, the breach of certain business systems could affect our ability to correctly record, process, and report financial information.

Breaches in our information technology infrastructure or physical

facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on our operations, financial condition, results of operations, and cash flows.

Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine or other geopolitical tensions and conflicts, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on our operations, financial condition, results of operations, and cash flows.

If third-party pipelines and other facilities interconnected to our pipelines and facilities become unavailable to transport natural gas and NGLs or to treat natural gas, our revenues could be adversely affected.

19 unchanged sentences

If stockholder activists were to again take or threaten to take actions against the Company or seek to involve themselves in the governance, strategic direction, or operations of the Company, we could incur significant costs as well as the distraction of management, which could have an adverse effect on our business or financial results.

In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

In addition, actions of activist stockholders may cause significant

fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

Our costs and funding obligations for our defined benefit pension plans and costs for our other postretirement benefit plans are affected by factors beyond our control.

We have defined benefit pension plans and other postretirement benefit plans.

The timing and amount of our funding requirements under the defined benefit pension plans depend upon a number of factors that we control, including changes to pension plan benefits, as well as factors outside of our control, such as asset returns, interest

rates, and changes in pension laws.

Changes to these and other factors that can significantly increase our funding requirements could have a significant adverse effect on our financial condition and results of operations.

10 unchanged sentences

Our businesses may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets.

Included among these potential negative impacts are industrial or economic contraction (including as a result of the COVID-19 pandemic) leading to reduced energy demand and lower prices for our products and services and increased difficulty in collecting amounts owed to us by our customers.

The ongoing Russian invasion of Ukraine and the actions undertaken by western nations in response to Russia’s actions has had, and may continue to have, adverse impacts on global financial markets.

Included among these potential negative impacts are industrial or economic contraction leading to reduced energy demand and lower prices for our products and services and increased difficulty in collecting amounts owed to us by our customers.

Geopolitical tensions and conflicts including those in the Middle East between Israel and Hamas and Iran or its proxy forces, as well as the ongoing Russian invasion of Ukraine and the actions undertaken by western nations in response to these conflicts have had, and may continue to have, adverse impacts on global financial markets.

If financing is not available when needed, or is available only on unfavorable terms, we may be unable to implement our business plans or otherwise take advantage of business opportunities or respond to competitive pressures.

5 unchanged sentences

Restrictions in our debt agreements and the amount of our indebtedness may affect our future financial and operating flexibility.

Our total outstanding long-term debt (including current portion) as of December 31, 2022, was $22.6 billion.

Our total outstanding long-term debt (including current portion and commercial paper) as of December 31, 2023, was $26.4 billion.

The agreements governing our indebtedness contain covenants that restrict our and our material subsidiaries’ ability to incur certain liens to support indebtedness and our ability to merge or consolidate or sell all or substantially all of our assets in certain circumstances.

15 unchanged sentences

In addition, cross-default or cross-acceleration provisions in our debt agreements could cause a default or acceleration to have a wider impact on our liquidity than might otherwise arise from a default or acceleration of a single debt instrument.

For more information regarding our debt agreements, please read Note 12 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements.

For more information regarding our debt agreements, please read Note 12 – Debt and Banking Arrangements.

Changes to interest rates or increases in interest rates could adversely impact our access to credit, share price, our ability to issue securities or incur debt for acquisitions or other purposes, and our ability to make cash dividends at our intended levels.

Interest rates may increase in the future.

Interest rates have risen in recent years and may increase in the future.

As a result, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly.

9 unchanged sentences

While we attempt to manage counterparty credit risk within guidelines established by our credit policy, we may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.

The difference in accounting treatment for the underlying position and the financial instrument used to hedge the value of the contract can cause volatility in our reported net income while the positions are open due to mark-to-market accounting.

The difference in accounting treatment for the underlying position and the financial instrument

used to hedge the value of the contract can cause volatility in our reported net income while the positions are open due to mark-to-market accounting.

Our and our customers’ access to capital could be affected by financial institutions’ policies concerning fossil- fuel related businesses .

1 unchanged sentence

As a result, certain financial institutions, funds, and other sources of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy.

Ultimately, limiting fossil-fuel related companies’ access to capital could make it more difficult for our customers to

secure funding for exploration and production activities or for us to secure funding for growth projects.

Ultimately, limiting fossil-fuel related companies’ access to capital could make it more difficult for our customers to secure funding for exploration and production activities or for us to secure funding for growth projects.

Such a lack of capital could also both indirectly affect demand for our services and directly affect our ability to fund construction or other capital projects.

12 unchanged sentences

New laws and regulations, including those pertaining to oil and gas hedging and cash collateral requirements, might also be adopted or become applicable to us, our customers, or our business activities.

The change in the U.S.

governmental administration and its policies may increase the likelihood of such legal and regulatory developments.

The current U.S.

governmental administration and its policies, which often oppose the development or expansion of fossil fuel energy, have increased the likelihood of such legal and regulatory developments.

If new laws or regulations are imposed relating to oil and gas extraction, or if additional or revised levels of reporting, regulation, or permitting moratoria are required or imposed, including those related to hydraulic fracturing, the volumes of natural gas and other products that we transport, gather, process, and treat could decline, our compliance costs could increase, and our results of operations could be adversely affected.

26 unchanged sentences

We could also be subjected to a carbon tax assessed on the basis of carbon dioxide emissions or otherwise.

However, we cannot predict precisely what form these future regulations might take, the stringency of any such regulations or when they might become effective.

However, we cannot predict precisely what form these future regulations might take, the stringency of

any such regulations or when they might become effective.

Several legislative bills have been introduced in the United States Congress that would require carbon dioxide emission reductions.

4 unchanged sentences

Future legislation and/or regulation designed to reduce GHG emissions could make some of our activities uneconomic to maintain or operate.

We continue to monitor legislative and regulatory developments in this area and otherwise take efforts to limit and reduce GHG emissions from our

We continue to monitor legislative and regulatory developments in this area and otherwise take efforts to limit and reduce GHG emissions from our facilities.

Although the regulation of GHG emissions may have a material impact on our operations and rates, we believe it is premature to attempt to quantify the potential costs of the impacts.

16 unchanged sentences

A failure either to pay dividends or to pay dividends at expected levels could result in a loss of investor confidence, reputational damage, and a decrease in the value of our stock price.

Unresolved Staff Comments

Not applicable.

Please read “Business” for a description of the location and general character of our principal physical properties.

We generally own our facilities, although a substantial portion of our pipeline and gathering facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses, or consents on and across properties owned by others.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors