XML 42 R12.htm IDEA: XBRL DOCUMENT
v3.20.4

THE ACQUISITION | 12 Months Ended
--- | ---
Dec. 31, 2020
Business Combinations [Abstract] |
THE ACQUISITION |
NOTE 3 - THE ACQUISITION
On May 9, 2019, Occidental entered into the Acquisition Agreement with Anadarko. On August 8, 2019, Anadarko’s stockholders voted to approve the Acquisition and it was made effective the same day. The Acquisition added to Occidental’s oil and gas portfolio, primarily in the Permian Basin, DJ Basin and Gulf of Mexico and Algeria and a controlling interest in WES. In exchange for each share of Anadarko common stock, Anadarko stockholders received $59.00 in cash and 0.2934 of a share of Occidental common stock, plus cash in lieu of any fractional share of Occidental common stock that otherwise would have been issued, based on the average price of $46.31 per share of Occidental common stock on the NYSE on August 8, 2019. In connection with the Acquisition, Occidental issued $13.0 billion of new senior unsecured notes, $8.8 billion of term loans (the Term Loans) and 100,000 shares of series A preferred stock (the Preferred Stock) with a warrant to purchase 80 million shares of Occidental common stock at an exercise price of $62.50 (the Warrant) for $10 billion. In addition, Occidental increased its existing $3.0 billion RCF by an additional $2.0 billion in commitments. See Note 7 - Long-term Debt and Note 13 - Stockholders’ Equity for additional information. The Acquisition constitutes a business combination and was accounted for using the acquisition method of accounting. The following table presents the Acquisition consideration paid to Anadarko stockholders as a result of the Acquisition:
millions except per-share amounts | As of August 8, 2019
Total shares of Anadarko common stock eligible for Acquisition consideration |  | 491.6 |
Cash consideration (per share of common stock and shares underlying Anadarko stock-based awards eligible for Acquisition consideration) |  | $ | 59.00 |
Cash portion of Acquisition consideration |  | $ | 29,002 |
Total shares of Anadarko common stock eligible for Acquisition consideration |  | 491.6 |
Exchange ratio (per share of Anadarko common stock) |  | 0.2934 |
Total shares of Occidental common stock issued to Anadarko stockholders |  | 144 |
Average share price of Occidental common stock at August 8, 2019 |  | $ | 46.31 |
Stock portion of Acquisition consideration |  | $ | 6,679 |
Acquisition consideration attributable to Anadarko stock-based awards |  | $ | 23 |
Total Acquisition consideration |  | $ | 35,704 |
The following table sets forth the allocation of the Acquisition consideration. Occidental finalized the purchase price allocation during the 12 month period following the Acquisition date, those measurement period adjustments recorded were immaterial and did not result in a material impact to the statements of operations.
millions | As of August 8, 2019
Fair value of assets acquired: |  |
Current assets |  | $ | 3,586 |
Assets held for sale (a) |  | 10,616 |
Investments in unconsolidated entities |  | 194 |
Property, plant and equipment |  | 49,125 |
Other assets |  | 836 |
Amount attributable to assets acquired |  | $ | 64,357 |
Fair value of liabilities assumed: |  |
Current liabilities |  | $ | 3,467 |
Liabilities of assets held for sale (a) |  | 2,200 |
Long-term debt |  | 13,240 |
Deferred income taxes |  | 8,591 |
Asset retirement obligations |  | 2,724 |
Pension and post-retirement obligations |  | 1,072 |
Non-current derivative liabilities |  | 1,280 |
Other long-term liabilities |  | 2,323 |
Amount attributable to liabilities assumed |  | $ | 34,897 |
Net assets |  | $ | 29,460 |
Fair value of WES net assets acquired less noncontrolling interests (a) |  | $ | 6,244 |
Total Acquisition consideration |  | $ | 35,704 |
(a)See Note 1 - Summary of S ignif icant Accounting Pol icies for a discussion for the purchase and sale agreement with Total and for a discussion of the WES investment. The following table summarizes the fair value of the major categories of WES assets acquired and liabilities assumed at the Acquisition date as well as the noncontrolling interest, which primarily consisted of the 44.6% limited partner interest in WES owned by the public. The fair value of Occidental’s controlling interest in WES is calculated based on the market capitalization value at the Acquisition date.
millions | As of August 8, 2019
Fair value of WES assets acquired: |  |
Current assets |  | $ | 499 |
Investments in unconsolidated entities |  | 2,425 |
Property, plant and equipment |  | 10,160 |
Intangible assets - customer relationships |  | 1,800 |
Goodwill |  | 5,772 |
Other assets |  | 342 |
Amount attributable to assets acquired |  | $ | 20,998 |
Fair value of WES liabilities assumed: |  |
Current liabilities |  | $ | 815 |
Long-term debt |  | 7,407 |
Deferred income taxes |  | 1,174 |
Asset retirement obligations |  | 321 |
Other long-term liabilities |  | 142 |
Amount attributable to liabilities assumed |  | $ | 9,859 |
Net assets |  | $ | 11,139 |
Less: Fair value of noncontrolling interests in WES |  | $ | 4,895 |
Fair value of WES net assets acquired less noncontrolling interests |  | $ | 6,244 |
The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their preliminary estimated fair values at the date of the Acquisition. The valuation of certain assets, including property and intangible assets, are based on preliminary appraisals. The majority of measurements of assets acquired and liabilities assumed, other than debt, are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired properties and equipment is based on both available market data and a cost approach. Onshore undeveloped oil and gas properties were valued primarily using a market approach based on comparable transactions for similar properties while the income approach was utilized for developed oil and gas properties based on underlying reserve projections at the Acquisition date. For the acquired Gulf of Mexico offshore properties, an income approach was used as the primary valuation method based on underlying reserve projections. Income approaches are considered level 3 fair value estimates and include significant assumptions of future production, commodity prices and operating and capital cost estimates, discounted using weighted average cost of capital for industry peers and risk adjustment factors based on reserve category. Price assumptions were based on a combination of market information and published industry resources adjusted for historical differentials. Cost estimates were based on current observable costs inflated based on historical and expected future inflation. Taxes were based on current statutory rates. The fair value of WES investments in unconsolidated entities were valued using an income approach for each investment, with significant inputs being forecasted distributions, an anticipated growth rate and an estimated discount rate. Acquired WES property, plant and equipment primarily consisted of gathering systems and processing and treating facilities and were primarily valued using a replacement cost approach. Intangible assets primarily consist of relationships with third-party customers, the fair value of which was determined using an income approach, including significant assumptions related to estimated cash flows from third-party customers less a contributory asset charge, a customer retention rate and an estimated discount rate. Customer relationships are amortized over 30 years. Goodwill is attributable to the difference in WES market capitalization value and the net assets acquired and primarily relates to the relationship between Occidental and WES that is not recognized as a separate asset, due to Occidental consolidating WES as of the Acquisition date. Deferred income taxes represent the tax effects of differences in the tax basis and acquisition-date fair values of assets acquired and liabilities assumed. The measurement of debt instruments was based on unadjusted quoted prices in an active market and are primarily Level 1; approximately $2.5 billion of the assumed Anadarko debt is considered Level 2, while approximately $730 million of the WES debt is considered Level 2. The value of derivative instruments was based on observable inputs, primarily forward commodity price and interest rate curves and is considered Level 2. With the completion of the Acquisition, Occidental acquired proved and unproved properties of approximately $19.1 billion and $27.4 billion, respectively, primarily associated with the Permian Basin, DJ Basin, Gulf of Mexico and Powder River Basin. The remaining $2.5 billion in PP&E consisted of non-oil and gas mineral interests and other real estate assets. From the date of the Acquisition through December 31, 2019, revenues and the net loss attributable to common stockholders associated with the operations acquired through the Acquisition totaled $4.2 billion and $1.7 billion, respectively, which includes a charge as a result of recording Occidental’s investment in WES at fair value as of December 31, 2019 upon the loss of control. The following table summarizes the unaudited pro forma condensed financial information of Occidental for the year ended December 31 as if the Acquisition had occurred on January 1, 2018:
| Year ended December 31,
millions except per-share amounts | 2019 | 2018
Revenues | $ | 28,723 |  | $ | 31,206 |
Net income (loss) attributable to common stockholders (a) | $ | (769) |  | $ | 2,965 |
Net income (loss) attributable to common stockholders per share—basic | $ | (0.95) |  | $ | 3.26 |
Net income (loss) attributable to common stockholders per share—diluted | $ | (0.95) |  | $ | 3.25 |
(a)Excluding the pro-forma results of WES, net income (loss) attributable to common stockholders would be $(1.1) billion and $2.8 billion for the year ended December 31, 2019 and 2018, respectively. The unaudited pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Acquisition been completed at January 1, 2018, nor is it necessarily indicative of future operating results of the combined entity. The unaudited pro forma information for 2019 is a result of combining the statements of operations of Occidental with the pre-Acquisition results from January 1, 2019 of Anadarko and included adjustments for revenues and direct expenses. The pro forma results exclude results from the held for sale Africa assets, any cost savings anticipated as a result of the Acquisition and the impact of any Acquisition-related costs. The pro forma results include adjustments to DD&A based on the purchase price allocated to property, plant and equipment and the estimated useful lives as well as adjustments to interest expense. The pro forma adjustments include estimates and assumptions based on currently available information. Management believes the estimates and assumptions are reasonable and the relative effects of the Acquisition are properly reflected. ANADARKO ACQUISITION-RELATED COSTS The following table summarizes the Acquisition-related costs incurred for the year ended December 31:
millions |  | 2020 | 2019
Employee severance and related employee cost |  | $ | 314 |  | $ | 1,033 |
Licensing fees for critical seismic data |  | — |  | 401 |
Bank, legal, consulting and other |  | 25 |  | 213 |
Total |  | $ | 339 |  | $ | 1,647 |
Employee severance and related employee cost primarily relates to one-time severance costs and the accelerated vesting of certain Anadarko share-based awards for former Anadarko employees based on the terms of the Acquisition Agreement and existing change of control provisions within the former Anadarko employment agreements. In addition, employee severance and related employee cost included expenses for a voluntary separation program for eligible employees. Occidental initiated this program to align the size and composition of its workforce with its expected future operating and capital plans. The seismic licensing fees relate to relicensing of critical seismic data related to the Gulf of Mexico, Permian Basin and DJ Basin that Anadarko had licensed from third-party vendors. The third-party vendors who own the seismic data required a transfer fee in order for Occidental to use the data. DEBT ISSUED AND ASSUMED IN CONNECTION WITH THE ACQUISITION On August 8, 2019, Occidental issued $13.0 billion of new senior unsecured notes, consisting of both floating and fixed rate debt. Occidental also borrowed under the Term Loans, which consist of: (1) a 364-day senior unsecured variable-rate term loan tranche of $4.4 billion and (2) a two-year senior unsecured variable-rate term loan tranche of $4.4 billion. In total, the $21.8 billion in debt issued was used to finance part of the cash portion of the purchase price for the Acquisition. In the Acquisition, Occidental assumed Anadarko debt with an outstanding principal balance of $11.9 billion. In September 2019, Occidental completed its offers to exchange the Anadarko senior notes and debentures assumed as part of the Acquisition for notes of a corresponding series issued by Occidental and cash and related solicitation of consents. Of the approximately $11.9 billion in aggregate principal amount of Anadarko senior notes and debentures offered in the exchange, 97%, or approximately $11.5 billion, were tendered and accepted in the exchange offers. The portion not exchanged, approximately $400 million, remained outstanding.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration