AERA MERGER (Tables)

3 Months Ended

Mar. 31, 2025

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

Schedule of Merger Consideration and Preliminary Purchase Price Allocation

The following table summarizes the consideration transferred:


	Merger Consideration
	(in millions, except share and per share data)
Shares of common stock (dividend adjusted)	21,422,972
Common stock per share fair value on July 1, 2024	$	53.28
Fair value of share consideration	$	1,141
Settlement of Aera debt	990
Deferred consideration obligation	13
Total purchase consideration	$	2,144

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table represents the preliminary purchase price allocation of the identifiable assets acquired and the liabilities assumed based on their estimated fair values as of the closing date of the Aera Merger:


	Preliminary Purchase Price Allocation as of December 31, 2024		Adjustments		Preliminary Purchase Price Allocation as of March 31, 2025
	(in millions)
Assets Acquired
Cash	$	137	$	—	$	137
Accounts receivable	176		—		176
Inventories	30		(1)		29
Other current assets	49		1		50
Investment in unconsolidated subsidiary	59		(7)		52
Property, plant and equipment	3,048		14		3,062
Pension and other postretirement benefits	73		—		73
Other noncurrent assets	57		13		70
Total Assets Acquired	3,629		20		3,649

Liabilities Assumed
Accounts payable	(158)		—		(158)
Accrued liabilities	(157)		(3)		(160)
Asset retirement obligations	(646)		—		(646)
Fair value of derivative contracts	(351)		—		(351)
Pension and other postretirement benefits	(35)		—		(35)
Deferred tax liability	(101)		1		(100)

Other long-term liabilities	(37)		(18)		(55)
Total Liabilities Assumed	(1,485)		(20)		(1,505)
Net Assets Acquired	$	2,144	$	—	$	2,144

Schedule of Business Acquisition, Pro Forma Information

The following supplemental pro forma financial information presents the condensed consolidated results of operations for the three months ended March 31, 2024 as if the Aera Merger had occurred on January 1, 2024.



	Three months ended March 31,
	2024

	(in millions)
Total operating revenue	$	613
Net loss(a)	$	(286)

Net loss per share
Basic	$	(3.17)
Diluted	$	(3.17)

(a)Reflects a net loss of $286 million primarily resulting from a significant net loss on commodity derivatives related to hedge positions held by Aera during the three months ended March 31, 2024.