Acquisition Of XTO Energy Inc. (Tables)


	(millions of dollars)
Consideration attributable to stock issued (1) (2)	$	24,480
Consideration attributable to converted stock options (2)		179
Total consideration transferred	$	24,659

(1)

The fair value of the Corporation's common stock on the acquisition date was $59.10 per share based on the closing value on the NYSE. The Corporation issued 416 million shares of stock previously held in treasury. The treasury stock issued, based on the average cost, was valued at $21,139 million. The excess of the fair value of the consideration transferred over the cost of treasury stock issued was $3,520 million and was included in common stock without par value.

(2)

The portion of the fair value of XTO converted stock-based awards attributable to pre-merger employee service was part of consideration. The remaining fair value of the awards is recognized over the requisite service period.


(millions of dollars)
Current assets	$	2,053
Property, plant and equipment (1)		47,300
Goodwill (2)		39
Other assets		620
Total assets acquired	$	50,012
Current liabilities	$	2,615
Long-term debt (3)		10,574
Deferred income tax liabilities (4)		11,204
Other long-term obligations		960
Total liabilities assumed	$	25,353
Net assets acquired	$	24,659

(1)

Property, plant and equipment were measured primarily using an income approach. The fair value measurements of the oil and gas assets were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs included XTO resources, assumed future production profiles, commodity prices (mainly based on observable market inputs), risk adjusted discount rate of 7 percent, inflation of 2 percent and assumptions on the timing and amount of future development and operating costs. The property, plant and equipment additions were segmented to the Upstream business, with substantially all of the assets in the United States.

(2)

Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was recognized in the Upstream reporting unit. Goodwill is not amortized and is not deductible for tax purposes.

(3)

Long-term debt was recognized at market rates at closing (Level 1).

(4)

Deferred income taxes reflect the temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes.

- Definition

Tabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period.

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