v3.25.2
AERA MERGER (Tables)
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, 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 consideration1,141 
Settlement of Aera debt
990 
Purchase price settlement
(10)
Total purchase consideration
$2,121 
Business Combination, Recognized Asset Acquired and Liability Assumed
The following table represents the final purchase price allocation to 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
Purchase Price Allocation as of June 30, 2025
(in millions)
Assets Acquired
Cash
$137 $— $137 
Accounts receivable
176 — 176 
Inventories
30 (1)29 
Other current assets
49 13 62 
Investment in unconsolidated subsidiary
59 (7)52 
Property, plant and equipment3,048 32 3,080 
Pension and other postretirement benefits
73 — 73 
Other noncurrent assets
57 13 70 
Total Assets Acquired3,629 50 3,679 
Liabilities Assumed
Accounts payable(158)— (158)
Accrued liabilities(157)(4)(161)
Asset retirement obligations
(646)19 (627)
Fair value of derivative contracts
(351)— (351)
Pension and other postretirement benefits
(35)— (35)
Deferred tax liability
(101)(70)(171)
Other long-term liabilities(37)(18)(55)
Total Liabilities Assumed(1,485)(73)(1,558)
Net Assets Acquired$2,144 $(23)$2,121 
Schedule of Business Acquisition, Pro Forma Information
The following supplemental pro forma financial information presents the condensed consolidated results of operations for the three and six months ended June 30, 2024 as if the Aera Merger had occurred on January 1, 2024.

Three months ended June 30,
Six months ended June 30,
20242024
(in millions)
Total operating revenue
$1,045 $1,658 
Net income (loss)(a)
$168 $(118)
Net income (loss) per share
Basic
$1.88 $(1.31)
Diluted
$1.84 $(1.31)
(a)The six months ended June 30, 2024 reflects a net loss of $118 million primarily resulting from a significant net loss on commodity derivatives related to hedge positions held by Aera.