v2.4.0.8
Discontinued Operations
6 Months Ended
Jun. 30, 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 June 30, 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- and six-month periods ended June 30, 2012, were as follows:
          
  Millions of Dollars
  2012
  Three Months Ended Six Months Ended
  June 30 June 30
          
Sales and other operating revenues from discontinued      
 operations$   16,609    62,107
         
Income from discontinued operations before-tax$   782    1,790
Income tax expense    248    542
Income from discontinued operations$   534    1,248

Income from discontinued operations after-tax includes transaction, information systems and other costs incurred to effect the separation of $26 million and $70 million for the three- and six-month periods ended June 30, 2012, respectively. No separation costs were incurred during the first six months of 2013.

 

Prior to the separation, commodity sales to Phillips 66 were $919 million and $4,973 million for the three- and six-month periods ended June 30, 2012, respectively. Commodity purchases from Phillips 66 prior to the separation were $7 million and $166 million for the three- and six-month periods ended June 30, 2012, respectively. 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 asset disposition program, we agreed to sell our interest in 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-venturers of our intent to sell the Company's 8.4 percent interest in Kashagan to ONGC Videsh Limited (OVL). On July 2, 2013, we received notification from the government of Kazakhstan indicating it is exercising its right to pre-empt the proposed sale to OVL and designating KazMunayGas as the entity to acquire the interest. Expected proceeds are approximately $5.4 billion, including 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 June 30, 2013, the carrying value of the net assets related to our interest in Kashagan was $5.2 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 June 30, 2013, the net carrying value of our Algerian assets was $674 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. We received a deposit of $435 million in December 2012. The deposit is only refundable in the event of default by us. At June 30, 2013, the net carrying value of our Nigerian assets was $378 million.

 

At June 30, 2013, each component of the Disposition Group met the criteria to be classified as held for sale. Accordingly, we classified $16 million of loans and advances to related parties in the “Accounts and notes receivable—related parties” line and $7,254 million of noncurrent assets in the “Prepaid expenses and other current assets” line of our consolidated balance sheet. In addition, we classified $853 million of noncurrent liabilities in the “Accrued income and other taxes” line and $135 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
   June 30 December 31
   2013 2012
Assets    
Accounts and notes receivable$ 247  268
Accounts and notes receivable—related parties  2  1
Inventories  51  44
Prepaid expenses and other current assets  127  220
 Total current assets of discontinued operations  427  533
Investments and long-term receivables  293  272
Loans and advances—related parties  16  29
Net properties, plants and equipment  6,959  6,629
Other assets  2  4
Total assets of discontinued operations$ 7,697  7,467
      
Liabilities    
Accounts payable$ 417  471
Accrued income and other taxes  37  125
 Total current liabilities of discontinued operations  454  596
Asset retirement obligations and accrued environmental costs  135  131
Deferred income taxes  853  759
Total liabilities of discontinued operations$ 1,442  1,486

Sales and other operating revenues and income (loss) from discontinued operations related to the Disposition
Group were as follows:
          
  Millions of Dollars
   Three Months Ended Six Months Ended
 June 30June 30
  2013 2012 2013 2012
          
Sales and other operating revenues from discontinued        
 operations$ 210  324  539  715
         
Income from discontinued operations before-tax$ 85  144  205  346
Income tax expense  88  109  79  249
Income (loss) from discontinued operations$ (3)  35  126  97