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Discontinued Operations and Assets Held for Sale
6 Months Ended
Jun. 30, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations and Assets Held for Sale

 

18.

Discontinued Operations and Assets Held For Sale

 

 

Canada

 

On May 29, 2019, Devon announced it had entered into an agreement to sell all of its operating assets and operations in Canada to Canadian Natural Resources Limited. Devon concluded that the transaction was a strategic shift and met the requirements of assets held for sale and discontinued operations upon the authorization to enter the agreement by Devon’s Board of Directors. As part of its assessment, Devon considered the following: 1) Devon is exiting its entire heavy oil and Canadian operations; 2) Devon’s Canadian operations is a separate reportable segment and is a component of Devon’s business; and 3) the transaction resulted in a material reduction in total assets, revenues, net earnings and total proved reserves. As a result, Devon has classified the results of operations and cash flows related to its Canadian operations as discontinued operations on its consolidated financial statements. Additionally, Devon ceased depreciation and amortization for all plant, property and equipment and intangible assets classified as assets held for sale on the date the sales agreement was approved by the Board of Directors.

 

On June 27, 2019, Devon completed the sale of its Canadian business for $2.6 billion ($3.4 billion Canadian dollars), net of purchase price adjustments, and recognized a pre-tax gain of $189 million ($460 million net of tax, primarily due to a significant deferred tax benefit). Current (cash) income tax associated with the sale was approximately $110 million. The disposition of all of Devon’s Canadian operating assets resulted in Devon releasing its historical cumulative foreign currency translation adjustment of $1.2 billion from accumulated other comprehensive earnings to be included within the gain computation. The historical cumulative foreign currency translation portion of the gain is not taxable. Additionally, $370 million of the Canadian cash balance is restricted for funding certain tax and other obligations related to the Canadian business and is classified as cash restricted for discontinued operations on the consolidated balance sheets.

 

In conjunction with the sale of Devon’s Canadian business, Devon recognized $273 million of restructuring and asset impairment related charges. Canadian Natural Resources Limited has reimbursed Devon for approximately $50 million of these restructuring costs, under the terms of the disposition agreement. Along with certain tax obligations, these costs will be funded with the restricted cash described above. These charges consist of $154 million related to a firm transportation agreement abandonment and $55 million related to office lease abandonment and related asset impairment charges. Cash payments for the abandonment charges total approximately $6 million per quarter. Additionally, there are $64 million of employee related costs, including approximately $40 million of noncash accelerated vesting of employee stock awards. As mentioned above, Canadian Natural Resources Limited reimbursed the Company for approximately $50 million of these costs pursuant to the disposition agreement and Devon expects to fund the remaining costs in the second half of 2019.

 

Prior to the second quarter of 2019, Devon’s Canadian business maintained a valuation allowance against certain capital loss carryforwards and net operating losses. As a result of the sale of all of Devon’s Canadian operating assets and the lack of future forecasted income, all but approximately $34 million of the Canadian deferred tax assets have been offset with a valuation allowance.

 

As announced on June 27, 2019, Devon utilized a portion of the sales proceeds to early retire its $500 million of the 4.00% senior notes due July 15, 2021 and $1.0 billion of the 3.25% senior notes due May 15, 2022. Devon expects to recognize a loss on the early retirement of these notes in the third quarter of 2019 consisting of $52 million in cash retirement costs and $6 million of noncash charges.

 

EnLink

 

On June 6, 2018, Devon announced that it had entered into an agreement to sell its aggregate ownership interests in EnLink and the General Partner for $3.125 billion. Upon entering into the agreement to sell its ownership interest in June 2018, Devon concluded that the transaction was a strategic shift and met the requirements of assets held for sale and discontinued operations. As a result, Devon classified the results of operations and cash flows related to EnLink and the General Partner as discontinued operations on its consolidated financial statements.

 

On July 18, 2018, Devon completed the sale of its aggregate ownership interests in EnLink and the General Partner for $3.125 billion and recognized a gain of approximately $2.6 billion ($2.2 billion after-tax). Current (cash) income tax associated with the transaction was approximately $12 million. The vast majority of the tax effect relates to deferred tax expense offset by the valuation allowance adjustment.

 

As part of the sale agreement, Devon extended its fixed-fee gathering and processing contracts with respect to the Bridgeport and Cana plants with EnLink through 2029. Although the agreements were extended to 2029, the minimum volume commitments for the Bridgeport and Cana plants expired at the end of 2018. Devon has minimum volume commitments for gathering and processing of 77-128 MMcf/d with EnLink at the Chisholm plant through early 2021.

 

Prior to the divestment of Devon’s aggregate ownership of EnLink and the General Partner, certain activity between Devon and EnLink were eliminated in consolidation. Subsequent to the divestment, all activity related to EnLink represent third-party transactions and are no longer eliminated in consolidation.

 

During the first six months of 2019, Devon had net outflows of approximately $280 million with EnLink, which primarily related to gathering and processing expenses. These net outflows represent gross cash amounts and not net working interest amounts.

 

 


The following table presents the amounts reported in the consolidated comprehensive statements of earnings as discontinued operations.

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

Canada

 

 

EnLink

 

 

Total

 

 

Canada

 

 

EnLink

 

 

Total

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream revenues

 

$

388

 

 

$

 

 

$

388

 

 

$

635

 

 

$

 

 

$

635

 

Marketing and midstream revenues

 

 

12

 

 

 

 

 

 

12

 

 

 

38

 

 

 

 

 

 

38

 

Total revenues

 

 

400

 

 

 

 

 

 

400

 

 

 

673

 

 

 

 

 

 

673

 

Production expenses

 

 

153

 

 

 

 

 

 

153

 

 

 

294

 

 

 

 

 

 

294

 

Exploration expenses

 

 

4

 

 

 

 

 

 

4

 

 

 

13

 

 

 

 

 

 

13

 

Marketing and midstream expenses

 

 

9

 

 

 

 

 

 

9

 

 

 

18

 

 

 

 

 

 

18

 

Depreciation, depletion and amortization

 

 

49

 

 

 

 

 

 

49

 

 

 

128

 

 

 

 

 

 

128

 

Asset impairments

 

 

37

 

 

 

 

 

 

37

 

 

 

37

 

 

 

 

 

 

37

 

Asset dispositions

 

 

(189

)

 

 

 

 

 

(189

)

 

 

(189

)

 

 

 

 

 

(189

)

General and administrative expenses

 

 

13

 

 

 

 

 

 

13

 

 

 

31

 

 

 

 

 

 

31

 

Financing costs, net

 

 

13

 

 

 

 

 

 

13

 

 

 

26

 

 

 

 

 

 

26

 

Restructuring and transaction costs

 

 

236

 

 

 

 

 

 

236

 

 

 

239

 

 

 

 

 

 

239

 

Other expenses

 

 

31

 

 

 

 

 

 

31

 

 

 

3

 

 

 

 

 

 

3

 

Total expenses

 

 

356

 

 

 

 

 

 

356

 

 

 

600

 

 

 

 

 

 

600

 

Earnings from discontinued operations before income taxes

 

 

44

 

 

 

 

 

 

44

 

 

 

73

 

 

 

 

 

 

73

 

Income tax benefit

 

 

(285

)

 

 

 

 

 

(285

)

 

 

(285

)

 

 

 

 

 

(285

)

Net earnings from discontinued operations, net of tax

 

$

329

 

 

$

 

 

$

329

 

 

$

358

 

 

$

 

 

$

358

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upstream revenues

 

$

303

 

 

$

 

 

$

303

 

 

$

605

 

 

$

 

 

$

605

 

Marketing and midstream revenues

 

 

24

 

 

 

1,595

 

 

 

1,619

 

 

 

41

 

 

 

3,207

 

 

 

3,248

 

Total revenues

 

 

327

 

 

 

1,595

 

 

 

1,922

 

 

 

646

 

 

 

3,207

 

 

 

3,853

 

Production expenses

 

 

166

 

 

 

 

 

 

166

 

 

 

314

 

 

 

 

 

 

314

 

Exploration expenses

 

 

6

 

 

 

 

 

 

6

 

 

 

18

 

 

 

 

 

 

18

 

Marketing and midstream expenses

 

 

11

 

 

 

1,269

 

 

 

1,280

 

 

 

18

 

 

 

2,610

 

 

 

2,628

 

Depreciation, depletion and amortization

 

 

78

 

 

 

106

 

 

 

184

 

 

 

172

 

 

 

244

 

 

 

416

 

General and administrative expenses

 

 

18

 

 

 

31

 

 

 

49

 

 

 

42

 

 

 

58

 

 

 

100

 

Financing costs, net

 

 

(2

)

 

 

45

 

 

 

43

 

 

 

(4

)

 

 

89

 

 

 

85

 

Restructuring and transaction costs

 

 

9

 

 

 

 

 

 

9

 

 

 

9

 

 

 

 

 

 

9

 

Other expenses

 

 

39

 

 

 

(5

)

 

 

34

 

 

 

109

 

 

 

(7

)

 

 

102

 

Total expenses

 

 

325

 

 

 

1,446

 

 

 

1,771

 

 

 

678

 

 

 

2,994

 

 

 

3,672

 

Earnings (loss) from discontinued operations before income taxes

 

 

2

 

 

 

149

 

 

 

151

 

 

 

(32

)

 

 

213

 

 

 

181

 

Income tax expense (benefit)

 

 

(20

)

 

 

10

 

 

 

(10

)

 

 

(51

)

 

 

16

 

 

 

(35

)

Net earnings from discontinued operations, net of tax

 

 

22

 

 

 

139

 

 

 

161

 

 

 

19

 

 

 

197

 

 

 

216

 

Net earnings attributable to noncontrolling interests

 

 

 

 

 

90

 

 

 

90

 

 

 

 

 

 

134

 

 

 

134

 

Net earnings from discontinued operations, attributable to Devon

 

$

22

 

 

$

49

 

 

$

71

 

 

$

19

 

 

$

63

 

 

$

82

 

 

The following table presents the carrying amounts of the assets and liabilities associated with discontinued operations on the consolidated balance sheets. The assets and liabilities associated with discontinued operations at June 30, 2019 and December 31, 2018 are primarily related to the divestiture of Devon’s Canadian business. Included within assets and liabilities associated with discontinued operations at December 31, 2018 are $197 million of assets and $69 million of liabilities related to the divestiture of non-core upstream Permian Basin assets which closed in January 2019 as further discussed in Note 2.

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Accounts receivable

 

$

111

 

 

$

37

 

Other current assets

 

 

20

 

 

 

246

 

Current assets associated with discontinued operations

 

 

131

 

 

 

283

 

Oil and gas property and equipment, based on

   successful efforts accounting, net

 

 

 

 

 

3,829

 

Other property and equipment, net

 

 

 

 

 

78

 

Other long-term assets

 

 

99

 

 

 

79

 

Long-term assets associated with discontinued operations

 

 

99

 

 

 

3,986

 

Total assets associated with discontinued operations

 

$

230

 

 

$

4,269

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

97

 

 

$

101

 

Revenues and royalties payable

 

 

16

 

 

 

67

 

Short-term debt (1)

 

 

1,494

 

 

 

 

Other current liabilities

 

 

287

 

 

 

170

 

Current liabilities associated with discontinued operations

 

 

1,894

 

 

 

338

 

Long-term debt (1)

 

 

 

 

 

1,493

 

Asset retirement obligations

 

 

 

 

 

424

 

Other long-term liabilities

 

 

189

 

 

 

20

 

Deferred income taxes

 

 

 

 

 

348

 

Long-term liabilities associated with discontinued operations

 

 

189

 

 

 

2,285

 

Total liabilities associated with discontinued operations

 

$

2,083

 

 

$

2,623

 

 

 

(1)

Includes the $500 million 4.00% Senior Notes due July 15, 2021 and $1.0 billion 3.25% Senior Notes due May 15, 2022 that were retired early in July 2019 utilizing a portion of the proceeds from the sale of Devon’s Canadian business.