v2.4.0.6
Discontinued Operations
3 Months Ended
Mar. 31, 2013
Discontinued Operations and Disposal Groups [Abstract]  
Separation of Downstream Business

Note 3Discontinued Operations

 

Separation of Downstream Business

On April 30, 2012, the separation of our Downstream business was completed, creating two independent energy companies: ConocoPhillips and Phillips 66. In connection with the separation, Phillips 66 distributed approximately $7.8 billion to us in a special cash distribution. The principal funds from the special cash distribution were designated solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. The cash was included in the “Restricted cash” line on our consolidated balance sheet. No balance remained from the cash distribution as of March 31, 2013. We also entered into several agreements with Phillips 66 in order to effect the separation and govern our relationship with Phillips 66.

Sales and other operating revenues and income from discontinued operations related to Phillips 66 for the
three-month period ended March 31, 2012, were as follows:      
        
    Millions of Dollars  
        
Sales and other operating revenues from discontinued      
 operations  $ 45,498  
       
Income from discontinued operations before-tax  $ 1,008  
Income tax expense    294  
Income from discontinued operations  $ 714  

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $44 million for the three-month period ended March 31, 2012. No separation costs were incurred during the first three months of 2013.

 

Prior to the separation, commodity sales to Phillips 66 were $4,054 million and commodity purchases from Phillips 66 were $160 million for the three-month period ended March 31, 2012. Prior to May 1, 2012, commodity sales and related costs were eliminated in consolidation between ConocoPhillips and Phillips 66. Beginning May 1, 2012, these revenues and costs represent third-party transactions with Phillips 66.

 

Other Discontinued Operations

As part of our ongoing strategic asset disposition program, we agreed to sell our interest in the North Caspian Sea Production Sharing Agreement (Kashagan) and our Algerian and Nigerian businesses (collectively, the “Disposition Group”). The Disposition Group was previously part of the Other International operating segment.

 

On November 26, 2012, we notified government authorities in Kazakhstan and co-ventures of our intent to sell the Company's 8.4 percent interest in Kashagan to ONGC Videsh Limited. Expected proceeds are approximately $5.0 billion, which represents the purchase price plus expected working capital and customary adjustments at closing. The transaction is expected to close in 2013. We recorded pre-tax impairments of $606 million and $43 million in the fourth quarter of 2012 and first quarter of 2013, respectively. At March 31, 2013, the carrying value of the net assets related to our interest in Kashagan was $5.1 billion, net of impairments.

 

On December 18, 2012, we entered into an agreement with Pertamina to sell our wholly owned subsidiary, ConocoPhillips Algeria Ltd., for a total of $1.75 billion plus customary adjustments. The transaction is anticipated to close in 2013. We received a deposit of $175 million in December 2012. The deposit is refundable in the event our co-venturer exercises its preemptive rights, which have been waived, or government approval is not received. At March 31, 2013, the net carrying value of our Algerian assets was $698 million.

 

On December 20, 2012, we entered into agreements with affiliates of Oando PLC to sell our Nigerian business unit for a total of $1.79 billion plus customary adjustments. The transaction is anticipated to close in 2013, following appropriate consultations with stakeholders. We received a deposit of $435 million in December 2012. The deposit is only refundable in the event of default by us. At March 31, 2013, the net carrying value of our Nigerian assets was $317 million.

 

At March 31, 2013, the Disposition Group met the criteria to be classified as held for sale. Accordingly, we classified $22 million of loans and advances to related parties in the “Accounts and notes receivable—related parties” line and $7,058 million of noncurrent assets in the “Prepaid expenses and other current assets” line of our consolidated balance sheet. In addition, we classified $777 million of noncurrent liabilities in the “Accrued income and other taxes” line and $133 million of asset retirement obligations in the “Other accruals” line of our consolidated balance sheet. The carrying amounts of the major classes of assets and liabilities associated with the Disposition Group were as follows:

  Millions of Dollars
   March 31 December 31
   2013 2012
Assets    
Accounts and notes receivable$ 302  268
Accounts and notes receivable—related parties  2  1
Inventories  48  44
Prepaid expenses and other current assets  154  220
 Total current assets of discontinued operations  506  533
Investments and long-term receivables  281  272
Loans and advances—related parties  22  29
Net properties, plants and equipment  6,775  6,629
Other assets  2  4
Total assets of discontinued operations$ 7,586  7,467
      
Liabilities    
Accounts payable$ 437  471
Accrued income and other taxes  154  125
 Total current liabilities of discontinued operations  591  596
Asset retirement obligations and accrued environmental costs  133  131
Deferred income taxes  777  759
Total liabilities of discontinued operations$ 1,501  1,486

Sales and other operating revenues and income from discontinued operations related to the Disposition Group were as follows:
      
  Millions of Dollars
   Three Months Ended
 March 31
  2013 2012
      
Sales and other operating revenues from discontinued    
 operations$ 329  391
     
Income from discontinued operations before-tax$ 120  202
Income tax expense (benefit)  (9)  140
Income from discontinued operations$ 129  62