2.	Acquisitions and Divestitures

Devon Acquisitions

On January 7, 2016, Devon acquired approximately 80,000 net acres (unaudited) and assets in the STACK play for approximately $1.5 billion. Devon funded the acquisition with $849 million of cash and $659 million of equity. The allocation of the purchase price at December 31, 2016 was approximately $1.3 billion to unproved properties and approximately $200 million to proved properties.

On December 17, 2015, Devon acquired approximately 253,000 net acres (unaudited) and assets in the Powder River Basin for approximately $499 million. Devon funded the acquisition with $300 million of cash and $199 million of equity. The allocation of the purchase price was $393 million to unproved properties and $106 million to proved properties and gathering systems.

On February 28, 2014, Devon acquired approximately 82,000 net acres (unaudited) and assets located in DeWitt and Lavaca counties in south Texas from GeoSouthern for approximately $6.0 billion. Devon funded the acquisition with cash on hand and debt financing. The allocation of the purchase price was approximately $5.0 billion to proved properties and approximately $1.0 billion to unproved properties.

Devon Asset Divestitures

During 2016, Devon divested certain non-core upstream assets in the U.S. and its 50% interest in the Access Pipeline in Canada. Proceeds from the transactions have been utilized primarily for debt repayment and to support future capital investment in Devon’s core resource plays.

Upstream Assets

In the second quarter of 2016, Devon divested its non-core Mississippian assets for approximately $200 million. Estimated proved reserves associated with these assets were approximately 11 MMBoe, or less than 1% of total U.S. proved reserves.

During the third quarter of 2016, in several separate transactions with different purchasers, Devon divested non-core upstream assets located in east Texas, the Anadarko Basin and the Midland Basin for approximately $1.7 billion. Estimated proved reserves associated with these assets were approximately 146 MMBoe, or approximately 9% of total U.S. proved reserves.

Absent gain recognition, the divestiture transactions that closed in the third quarter of 2016 would have significantly altered the costs and reserves relationship of Devon’s U.S cost center. Therefore, Devon recognized a $1.4 billion gain in the third quarter of 2016 associated with these divestitures. A summary of the gain computation follows.

	Three Months Ended September 30, 2016
	(Millions)
Proceeds received, net of purchase price adjustments and selling costs	$	1,653
Asset retirement obligation assumed by purchasers		250
Total consideration received		1,903

Allocated oil and gas property basis sold		355
Allocated goodwill		197
Total assets sold		552

Gains on asset sales	$	1,351

Access Pipeline

In October 2016, Devon divested Access Pipeline for $1.1 billion ($1.4 billion Canadian dollars) and recognized a gain of approximately $540 million on the transaction. In conjunction with the divestiture, Devon entered into a transportation agreement whereby Devon’s Canadian thermal-oil acreage is dedicated to Access Pipeline for an initial term of 25 years. Devon will be charged a market-based toll on its thermal-oil production over this term. Devon is committed to use less than 90% of the potential pipeline capacity. In addition, Devon is entitled to an incremental payment of approximately $150 million Canadian dollars following sanctioning and committing to the requisite volume increase in respect of a new thermal-oil project on Devon’s Pike lease in Alberta, with such incremental payment being received prior to tolls being payable on such volumes.

Prior Year Divestitures

During 2014, Devon divested certain upstream properties located throughout Canada and the U.S. as part of its asset portfolio transformation for approximately $5 billion. A gain of $1.1 billion was recognized with the sale of the Canadian conventional assets. This gain is included as a separate item in the accompanying consolidated comprehensive statements of earnings. Devon repatriated the Canadian asset proceeds to the U.S. Between collecting the divestiture proceeds and repatriating the funds to the U.S., Devon recognized an $84 million foreign currency exchange loss and a $29 million foreign exchange currency derivative loss. These losses are included in other nonoperating items in the accompanying consolidated comprehensive statements of earnings. The proceeds were used to repay debt.

EnLink Acquisitions

On January 7, 2016, EnLink acquired Anadarko Basin gathering and processing midstream assets, along with dedicated acreage service rights and service contracts, for approximately $1.5 billion, subject to certain adjustments. EnLink funded the acquisition with approximately $215 million of General Partner common units and approximately $800 million of cash, primarily funded with the issuance of EnLink preferred units. The remaining $500 million of the purchase price is to be paid within one year with the option to defer $250 million of the final payment 24 months from the close date. The first $250 million of undiscounted future installment payment is reported in other current liabilities in the accompanying consolidated balance sheets with the remaining $250 million payment reported in other long-term liabilities. The accretion of the discount is reported within net financing costs in the accompanying consolidated comprehensive statement of earnings. The first installment payment of $250 million was paid in January 2017 and was funded using divestiture proceeds, proceeds from equity issuances and borrowings under EnLink’s credit facility. The allocation of the purchase price at December 31, 2016 was $1.0 billion to intangible assets and approximately $400 million to property and equipment.

On August 1, 2016, EnLink formed a joint venture to operate and expand its midstream assets in the Delaware Basin. The joint venture is initially owned 50.1% by EnLink and 49.9% by the joint venture partner. As of December 31, 2016, EnLink contributed approximately $251 million of existing non-monetary assets and cash to the joint venture and had committed an additional $285 million in capital to fund potential future development projects and potential acquisitions. The joint venture partner committed an aggregate of approximately $400 million of capital, including cash contributions of approximately $144 million, and granted EnLink call rights beginning in 2021 to acquire increasing portions of the joint venture partner’s interest.

On November 9, 2016, EnLink entered into a gathering and compression joint venture with a commitment of approximately $40 million to expand its midstream assets in the STACK. The joint venture is initially owned 30% by EnLink and 70% by the joint venture partner. As of December 31, 2016, EnLink contributed approximately $29 million in cash for new infrastructure build. After the initial capital commitment, EnLink and the joint venture partner will be responsible for their proportionate share of capital expenses.

The following table presents a summary of EnLink’s acquisition activity for 2015.

		Purchase Price (Millions)				Allocation (Millions)
Date	Acquiree	Cash		EnLink Units		PP&E		Goodwill		Intangibles		Other
January 2015	LPC	$	108		—	$	30	$	30	$	43	$	5
March 2015	Coronado	$	240	$	360	$	302	$	18	$	281	$	(1	)
October 2015	Matador	$	141		—	$	36	$	11	$	99	$	(5)

EnLink Asset Divestitures and Dropdowns

In December 2016, EnLink entered into definitive agreements to divest approximately $278 million of certain non-core midstream assets. Certain of these transactions are expected to close during the first quarter of 2017. As of December 31, 2016, these assets were classified as held for sale.

In February 2015, EnLink acquired a 25% equity interest in EMH from the General Partner in exchange for units valued at approximately $925 million. In May 2015, EnLink acquired the remaining 25% equity interest in EMH from the General Partner in exchange for units valued at approximately $900 million.

In April 2015, EnLink acquired VEX from Devon for approximately $176 million in cash and equity. EnLink also assumed approximately $35 million in certain future construction costs to expand the system to full capacity. Because Devon controls EnLink and the General Partner, the acquisition of VEX by EnLink from Devon was accounted for as a transfer of net assets between entities under common control.

Formation of EnLink and the General Partner

On March 7, 2014, Devon and Crosstex completed a transaction to combine substantially all of Devon’s U.S. midstream assets with Crosstex’s assets to form a midstream business that consists of the General Partner and EnLink, which are both publicly traded.

In exchange for a controlling interest in both EnLink and the General Partner, Devon contributed its equity interest in a newly formed Devon subsidiary, EMH, and $100 million in cash. EMH owned midstream assets in the Barnett Shale in north Texas and the Cana- and Arkoma-Woodford Shales in Oklahoma, as well as an economic interest in Gulf Coast Fractionators in Mont Belvieu, Texas.

This business combination was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, EMH was the accounting acquirer because its parent company, Devon, obtained control of EnLink and the General Partner as a result of the business combination. Consequently, EMH’s assets and liabilities retained their carrying values. Additionally, the Crosstex assets acquired and liabilities assumed by the General Partner and EnLink in the business combination, as well as the General Partner’s noncontrolling interest in EnLink, were recorded at their fair values which were measured as of the acquisition date, March 7, 2014. The excess of the purchase price over the estimated fair values of Crosstex’s net assets acquired was recorded as goodwill.

The following table summarizes the purchase price (millions, except unit price).

Crosstex Energy, Inc. outstanding common shares:
Held by public shareholders		48.0
Restricted shares		0.4
Total subject to conversion		48.4
Exchange ratio		1.0	x
Converted shares		48.4
Crosstex Energy, Inc. common share price ⁽¹⁾	$	37.60
Crosstex Energy, Inc. consideration	$	1,823
Fair value of noncontrolling interest in E2 ⁽²⁾		18
Total Crosstex Energy, Inc. consideration and fair value of noncontrolling interests	$	1,841
Crosstex Energy, LP outstanding units:
Common units held by public unitholders		75.1
Preferred units held by third party ⁽³⁾		17.1
Restricted units		0.4
Total		92.6
Crosstex Energy, LP common unit price⁽⁴⁾	$	30.51
Crosstex Energy, LP common units value	$	2,825
Crosstex Energy, LP outstanding unit options value		4
Total fair value of noncontrolling interests in the Crosstex Energy, LP ⁽⁴⁾		2,829
Total consideration and fair value of noncontrolling interests	$	4,670

(1)	The final purchase price is based on the fair value of Crosstex Energy, Inc.’s common shares as of the closing date, March 7, 2014.

(2)	Represents the value of noncontrolling interests related to the General Partner’s equity investment in E2.

(3)	Crosstex Energy, LP converted the preferred units to common units in February 2014.

(4)	The final purchase price is based on the fair value of Crosstex Energy, LP’s common units as of the closing date, March 7, 2014.

The allocation of the purchase price is as follows (millions):

Assets acquired:
Current assets	$	437
Property, plant and equipment		2,438
Intangible assets		569
Equity investment		222
Goodwill ⁽¹⁾		3,283
Other long-term assets		1
Liabilities assumed:
Current liabilities		(515	)
Long-term debt		(1,454	)
Deferred income taxes		(210	)
Other long-term liabilities		(101	)
Total purchase price	$	4,670

(1)

Goodwill is 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 is not amortized and is not deductible for tax purposes.

Pro Forma Financial Information

The following unaudited pro forma financial information has been prepared assuming both the EnLink formation and the GeoSouthern acquisition occurred on January 1, 2014. The pro forma information is not intended to reflect the actual results of operations that would have occurred if the business combination and acquisition had been completed at the dates indicated. In addition, they do not project Devon’s results of operations for any future period.

	Year Ended December 31, 2014
	(Millions)
Total operating revenues	$	20,213
Net earnings	$	1,716
Noncontrolling interests	$	97
Net earnings attributable to Devon	$	1,619
Net earnings per common share attributable to Devon	$	3.94