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Acquisitions and Dispositions | 12 Months Ended
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Dec. 31, 2022
Business Combination, Asset Acquisition And Dispositions [Abstract] |
Acquisitions and Dispositions | Note 3—Acquisitions and Dispositions All gains or losses on asset dispositions are reported before-tax and are included net in the “Gain on dispositions” line on our consolidated income statement. All cash proceeds and payments are included in the “Cash Flows From Investing Activities” section of our consolidated statement of cash flows. 2022 Acquisition of Additional Shareholding Interest in Australia Pacific LNG Pty Ltd (APLNG) In February 2022, we completed the acquisition of an additional 10 percent interest in APLNG from Origin Energy for approximately $1.4 billion, after customary adjustments, in an all-cash transaction resulting from the exercise of our preemption right. This increased our ownership in APLNG to 47.5 percent, with Origin Energy and Sinopec owning 27.5 percent and 25.0 percent, respectively. APLNG is reported as an equity investment in our Asia Pacific segment. Qatar Liquefied Gas Company Limited (8) (QG8) During 2022, we were awarded a 25 percent interest in a new joint venture (QG8) with QatarEnergy that will participate in the North Field East (NFE) LNG project. QG8 has a 12.5 percent interest in the NFE project and is reported as an equity method investment in our Europe, Middle East and North Africa segment. See Note 4. Asset Acquisition In September 2022, we completed the acquisition of an additional working interest in certain Eagle Ford acreage in the Lower 48 segment for cash consideration of $236 million after customary adjustments. This agreement was accounted for as an asset acquisition, with the consideration allocated primarily to PP&E. Assets Sold During 2022, we sold our interests in certain noncore assets in our Lower 48 segment for net proceeds of $680 million, with no gain or loss recognized on sale. At the time of disposition, our interest in these assets had a net carrying value of $680 million, consisting of $825 million of assets, primarily related to $818 million of PP&E, and $145 million of liabilities, primarily related to AROs. In March 2022, we completed the divestiture of our subsidiaries that held our Indonesia assets and operations, and based on an effective date of January 1, 2021, we received net proceeds of $731 million after customary adjustments and recognized a $534 million before-tax and $462 million after-tax gain related to this transaction. Together, the subsidiaries sold indirectly held our 54 percent interest in the Indonesia Corridor Block Production Sharing Contract (PSC) and 35 percent shareholding in the Transasia Pipeline Company. At the time of the disposition, the net carrying value was approximately $0.2 billion, excluding $0.2 billion of cash and restricted cash. The net book value consisted primarily of $0.3 billion of PP&E and $0.1 billion of ARO. The before-tax earnings associated with the subsidiaries sold, excluding the gain on disposition noted above, were $138 million and $604 million and $394 million for the years ended December 31, 2022, 2021 and 2020, respectively. Results of operations for the Indonesia interests sold were reported in our Asia Pacific segment. In 2022, we recorded contingent payments of $451 million relating to the previous dispositions of our interest in the Foster Creek Christina Lake Partnership and western Canada gas assets and our San Juan assets. The contingent payments are recorded as gain on disposition on our consolidated income statement and are reflected within our Canada and Lower 48 segments. In our Canada segment, the contingent payment, calculated and paid on a quarterly basis, is $6 million CAD for every $1 CAD by which the WCS quarterly average crude price exceeds $52 CAD per barrel. In our Lower 48 segment, the contingent payment, paid on an annual basis, is calculated monthly at $7 million per month in which the U.S. Henry Hub price is at or above $3.20 per MMBTU. The term of contingent payments in our Canada segment ended in the second quarter of 2022 and continues through 2023 for the Lower 48 segment. We recorded contingent payments of $369 million in 2021. No payments were recorded in 2020. 2021 During the year, we completed the acquisitions of Concho Resources Inc. (Concho) and of Shell Enterprises LLC’s (Shell) Permian assets. The acquisitions were accounted for as business combinations under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. Fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date as we identify new information about facts and circumstances that existed as of the acquisition date to consider. Acquisition of Concho Resources Inc. In January 2021, we completed our acquisition of Concho, an independent oil and gas exploration and production company with operations across New Mexico and West Texas focused in the Permian-based Delaware and Midland Basins. Total consideration for the all-stock transaction was valued at $13.1 billion, in which 1.46 shares of ConocoPhillips common stock were exchanged for each outstanding share of Concho common stock.
Total Consideration |
Number of shares of Concho common stock issued and outstanding (in thousands)* | 194,243 |
Number of shares of Concho stock awards outstanding (in thousands)* | 1,599 |
Number of shares exchanged | 195,842 |
Exchange ratio | 1.46 |
Additional shares of ConocoPhillips common stock issued as consideration (in thousands) | 285,929 |
Average price per share of ConocoPhillips common stock** | $ | 45.9025 |
Total Consideration (Millions) | $ | 13,125 |
*Outstanding as of January 15, 2021. **Based on the ConocoPhillips average stock price on January 15, 2021. Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions; production profiles; and operating and development cost assumptions. Debt assumed in the acquisition was valued based on observable market prices. The fair values determined for accounts receivable, accounts payable, and most other current assets and current liabilities were equivalent to the carrying value due to their short-term nature. The total consideration of $13.1 billion was allocated to the identifiable assets and liabilities based on their fair values as of January 15, 2021.
Assets Acquired | Millions of Dollars
Cash and cash equivalents | $ | 382 |
Accounts receivable, net | 745 |
Inventories | 45 |
Prepaid expenses and other current assets | 37 |
Investments and long-term receivables | 333 |
Net properties, plants and equipment | 18,923 |
Other assets | 62 |
Total assets acquired | $ | 20,527 |
Liabilities Assumed |
Accounts payable | $ | 638 |
Accrued income and other taxes | 56 |
Employee benefit obligations | 4 |
Other accruals | 510 |
Long-term debt | 4,696 |
Asset retirement obligations and accrued environmental costs | 310 |
Deferred income taxes | 1,071 |
Other liabilities and deferred credits | 117 |
Total liabilities assumed | $ | 7,402 |
Net assets acquired | $ | 13,125 |
With the completion of the Concho transaction, we acquired proved and unproved properties of approximately $11.8 billion and $6.9 billion, respectively. We recognized approximately $157 million of transaction-related costs, all of which were expensed in the first quarter of 2021. These non-recurring costs related primarily to fees paid to advisors and the settlement of share-based awards for certain Concho employees based on the terms of the Merger Agreement. In the first quarter of 2021, we commenced a company-wide restructuring program, the scope of which included combining the operations of the two companies as well as other global restructuring activities. We recognized non-recurring restructuring costs mainly for employee severance and related incremental pension benefit costs. The impact from the transaction and restructuring costs to the lines of our consolidated income statement for the year ended December 31, 2021, are below:
| Millions of Dollars
| Transaction Cost | Restructuring Cost | Total Cost
Production and operating expenses |  | 128 |  | 128 |
Selling, general and administration expenses | 135 |  | 67 |  | 202 |
Exploration expenses | 18 |  | 8 |  | 26 |
Taxes other than income taxes | 4 |  | 2 |  | 6 |
Other expenses | — |  | 29 |  | 29 |
| $ | 157 |  | 234 |  | 391 |
In February 2021, we completed a debt exchange offer related to the debt assumed from Concho. As a result of the debt exchange, we recognized an additional income tax-related restructuring charge of $75 million. From the acquisition date through December 31, 2021, “Total Revenues and Other Income” and “Net Income (Loss) Attributable to ConocoPhillips” associated with the acquired Concho business were approximately $6,571 million and $2,330 million, respectively. The results associated with the Concho business for the same period include a before- and after-tax loss of $305 million and $233 million, respectively, on the acquired derivative contracts. The before-tax loss is recorded within “Total Revenues and Other Income” on our consolidated income statement. See Note 12. Acquisition of Shell Permian Assets In December 2021, we completed our acquisition of Shell assets in the Permian based Delaware Basin. The accounting close date used for reporting purposes was December 31, 2021. Assets acquired include approximately 225,000 net acres and producing properties located entirely in Texas. Total consideration for the transaction was $8.6 billion. Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles, and operating and development cost assumptions. The fair values determined for accounts receivable, accounts payable, and most other current assets and current liabilities were equivalent to the carrying value due to their short-term nature. The total consideration of $8.6 billion was allocated to the identifiable assets and liabilities based on their fair values at the acquisition date.
Assets Acquired | Millions of Dollars
Accounts receivable, net | $ | 337 |
Inventories | 20 |
Net properties, plants and equipment | 8,582 |
Other assets | 50 |
Total assets acquired | $ | 8,989 |
Liabilities Assumed |
Accounts payable | $ | 206 |
Accrued income and other taxes | 6 |
Other accruals | 20 |
Asset retirement obligations and accrued environmental costs | 86 |
Other liabilities and deferred credits | 36 |
Total liabilities assumed | $ | 354 |
Net assets acquired | $ | 8,635 |
With the completion of the Shell Permian transaction, we acquired proved and unproved properties of approximately $4.2 billion and $4.3 billion, respectively. We recognized approximately $44 million of transaction-related costs which were expensed in 2021. Supplemental Pro Forma (unaudited) The following tables summarize the unaudited supplemental pro forma financial information for the year ended December 31, 2021, and 2020, as if we had completed the acquisitions of Concho and the Shell Permian assets on January 1, 2020.
| Millions of Dollars
| Year Ended December 31, 2021
| As reported |  |  | Pro forma Shell | Pro forma Combined
Total Revenues and Other Income | $ | 48,349 |  |  |  | 3,220 |  | 51,569 |
Income (loss) before income taxes | 12,712 |  |  |  | 1,201 |  | 13,913 |
Net Income (Loss) attributable to ConocoPhillips | 8,079 |  |  |  | 920 |  | 8,999 |
Earnings per share: |  |  |  |  |
Basic net income | $ | 6.09 |  |  |  |  | 6.78 |
Diluted net income | 6.07 |  |  |  |  | 6.76 |
| Millions of Dollars
| Year Ended December 31, 2020
| As reported | Pro forma Concho |  | Pro forma Shell | Pro forma Combined
Total Revenues and Other Income | $ | 19,256 |  | 3,762 |  |  | 1,685 |  | 24,703 |
Income (loss) before income taxes | (3,140) |  | 787 |  |  | (247) |  | (2,600) |
Net Income (Loss) attributable to ConocoPhillips | (2,701) |  | 498 |  |  | (189) |  | (2,392) |
Earnings per share: |  |  |  |  |
Basic net loss | $ | (2.51) |  |  |  |  | (1.75) |
Diluted net loss | (2.51) |  |  |  |  | (1.75) |
The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been completed on January 1, 2020, nor is it necessarily indicative of future operating results of the combined entity. The unaudited pro forma financial information for the twelve-month period ending December 31, 2020 is a result of combining the consolidated income statement of ConocoPhillips with the results of Concho and the assets acquired from Shell. The pro forma results do not include transaction-related costs, nor any cost savings anticipated as a result of the transactions. The pro forma results include adjustments from Concho’s historical results to reverse impairment expense of $10.5 billion and $1.9 billion related to oil and gas properties and goodwill, respectively. Other adjustments made relate primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to properties, plants and equipment. We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected. Assets Sold In 2020, we completed the sale of our Australia-West asset and operations. The sales agreement entitled us to a $200 million payment upon a final investment decision (FID) of the Barossa development project. In March 2021, FID was announced and as such, we recognized a $200 million gain on disposition in the first quarter of 2021. The purchaser failed to pay the FID bonus when due. We have commenced an arbitration proceeding against the purchaser to enforce our contractual right to the $200 million, plus interest accruing from the due date. Results of operations related to this transaction are reflected in our Asia Pacific segment. See Note 11. In the second half of 2021, we sold our interests in certain noncore assets in our Lower 48 segment for approximately $250 million after customary adjustments, recognizing a before-tax gain on sale of approximately $58 million. We also completed the sale of our noncore exploration interests in Argentina, recognizing a before-tax loss on disposition of $179 million. Results of operations for Argentina were reported in our Other International segment. 2020 Asset Acquisition In August 2020, we completed the acquisition of additional Montney acreage in Canada from Kelt Exploration Ltd. for $382 million after customary adjustments, plus the assumption of $31 million in financing obligations associated with partially owned infrastructure. This acquisition consisted primarily of undeveloped properties and included 140,000 net acres in the liquids-rich Inga Fireweed asset Montney zone, which is directly adjacent to our existing Montney position. The transaction increased our Montney acreage position to approximately 295,000 net acres with a 100 percent working interest. This agreement was accounted for as an asset acquisition resulting in the recognition of $490 million of PP&E; $77 million of ARO and accrued environmental costs; and $31 million of financing obligations recorded primarily to long-term debt. Results of operations for the Montney asset are reported in our Canada segment. Assets Sold In February 2020, we sold our Waddell Ranch interests in the Permian Basin for $184 million after customary adjustments. No gain or loss was recognized on the sale. Results of operations for the Waddell Ranch interests sold were reported in our Lower 48 segment. In March 2020, we completed the sale of our Niobrara interests for approximately $359 million after customary adjustments and recognized a before-tax loss on disposition of $38 million. At the time of disposition, our interest in Niobrara had a net carrying value of $397 million, consisting primarily of $433 million of PP&E and $34 million of ARO. The before-tax loss associated with our interests in Niobrara, including the loss on disposition noted above, was $25 million for the year ended December 31, 2020. Results of operations for the Niobrara interests sold were reported in our Lower 48 segment. In May 2020, we completed the divestiture of our subsidiaries that held our Australia-West assets and operations, and based on an effective date of January 1, 2019, we received proceeds of $765 million. We recognized a before-tax gain of $587 million related to this transaction in 2020. At the time of disposition, the net carrying value of the subsidiaries sold was approximately $0.2 billion, excluding $0.5 billion of cash. The net carrying value consisted primarily of $1.3 billion of PP&E and $0.1 billion of other current assets offset by $0.7 billion of ARO, $0.3 billion of deferred tax liabilities, and $0.2 billion of other liabilities. The before-tax earnings associated with the subsidiaries sold, including the gain on disposition noted above, was $851 million for the year ended December 31, 2020. The sales agreement entitled us to an additional $200 million upon FID of the Barossa development project. Results of operations for the subsidiaries sold were reported in our Asia Pacific segment.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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