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Discontinued Operations
12 Months Ended
Dec. 31, 2021
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

19.

Discontinued Operations

 

Barnett Shale

 

On December 17, 2019, Devon announced that it had entered into an agreement to sell its Barnett Shale assets to BKV. 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 effectively exited its last natural gas focused asset and the transaction resulted in a material reduction to total assets, revenues, net earnings and total proved reserves. Estimated proved reserves associated with Devon’s Barnett Shale assets were approximately 45% of the total proved reserves. As a result, Devon classified the results of operations and cash flows related to its Barnett Shale assets as discontinued operations on its consolidated financial statements.

 

In conjunction with the divestiture agreement, which was amended in April 2020, Devon recognized a $182 million and $748 million asset impairment related to the Barnett Shale assets in 2020 and 2019, respectively, primarily due to the difference between the net carrying value and the purchase price, net of estimated customary purchase price adjustments, which qualifies as a level 2 fair value measurement. Approximately $88 million of the U.S. reporting unit goodwill was allocated to the Barnett Shale assets. Additionally, Devon ceased depreciation for all plant, property and equipment classified as assets held for sale on the date the sales agreement was approved by the Board of Directors.

 

On October 1, 2020, Devon completed the sale of its Barnett Shale assets to BKV for proceeds, net of purchase price adjustments, of $490 million. Additionally, the agreement provides for contingent earnout payments to Devon of up to $260 million based upon future commodity prices, with upside participation beginning at a $2.75 Henry Hub natural gas price or a $50 WTI oil price. The contingent payment period commenced on January 1, 2021 and has a term of four years. Devon received $65 million in contingent earnout payments related to this transaction in the first quarter of 2022 and could receive up to an additional $195 million in contingent earnout payments for the remaining performance periods depending on future commodity prices. The valuation of the future contingent earnout payments included within other current assets and other long-term assets in the December 31, 2021 balance sheet was $65 million and $111 million, respectively. During 2021, Devon recorded a $110 million increase to the fair value within asset dispositions on the consolidated statements of comprehensive earnings related to these payments. These values were derived utilizing a Monte Carlo valuation model and qualifies as a level 3 fair value measurement.  

Canada

In the second quarter of 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 $223 million ($425 million net of tax, primarily due to a significant deferred tax benefit) in 2019. Current (cash) income and withholding taxes

associated with the Canadian business were approximately $175 million and were paid in the first half of 2020. Devon concluded that the transaction was a strategic shift and met the requirements of assets held for sale and discontinued operations based upon the following: 1) Devon was exiting its entire heavy oil and Canadian operations; 2) Devon’s Canadian operations were a separate reportable segment and 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. The disposition of substantially all of Devon’s Canadian oil and gas 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.

During the third quarter of 2019, Devon utilized a portion of the sales proceeds to early retire $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 recognized a charge on the early retirement of these notes consisting of $52 million in cash retirement costs and $6 million of noncash charges.  

 

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

 

Year ended December 31,

 

Barnett Shale

 

 

Canada

 

 

Total

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Oil, gas and NGL sales

 

$

263

 

 

$

 

 

$

263

 

Total revenues

 

 

263

 

 

 

 

 

 

263

 

Production expenses

 

 

214

 

 

 

 

 

 

214

 

Asset impairments

 

 

182

 

 

 

 

 

 

182

 

Asset dispositions

 

 

(4

)

 

 

5

 

 

 

1

 

General and administrative expenses

 

 

 

 

 

3

 

 

 

3

 

Financing costs, net

 

 

 

 

 

(3

)

 

 

(3

)

Restructuring and transaction costs

 

 

 

 

 

9

 

 

 

9

 

Other expenses

 

 

10

 

 

 

(1

)

 

 

9

 

Total expenses

 

 

402

 

 

 

13

 

 

 

415

 

Loss from discontinued operations before income taxes

 

 

(139

)

 

 

(13

)

 

 

(152

)

Income tax benefit

 

 

(11

)

 

 

(13

)

 

 

(24

)

Loss from discontinued operations, net of tax

 

$

(128

)

 

$

 

 

$

(128

)

2019

 

 

 

 

 

 

 

 

 

 

 

 

Oil, gas and NGL sales

 

$

486

 

 

$

741

 

 

$

1,227

 

Oil, gas and NGL derivatives

 

 

 

 

 

(113

)

 

 

(113

)

Marketing and midstream revenues

 

 

 

 

 

38

 

 

 

38

 

Total revenues

 

 

486

 

 

 

666

 

 

 

1,152

 

Production expenses

 

 

306

 

 

 

293

 

 

 

599

 

Exploration expenses

 

 

 

 

 

13

 

 

 

13

 

Marketing and midstream expenses

 

 

 

 

 

18

 

 

 

18

 

Depreciation, depletion and amortization

 

 

77

 

 

 

128

 

 

 

205

 

Asset impairments

 

 

748

 

 

 

37

 

 

 

785

 

Asset dispositions

 

 

1

 

 

 

(223

)

 

 

(222

)

General and administrative expenses

 

 

 

 

 

34

 

 

 

34

 

Financing costs, net

 

 

 

 

 

87

 

 

 

87

 

Restructuring and transaction costs

 

 

 

 

 

248

 

 

 

248

 

Other expenses

 

 

11

 

 

 

6

 

 

 

17

 

Total expenses

 

 

1,143

 

 

 

641

 

 

 

1,784

 

Earnings (loss) from discontinued operations before income taxes

 

 

(657

)

 

 

25

 

 

 

(632

)

Income tax benefit

 

 

(142

)

 

 

(216

)

 

 

(358

)

Net earnings (loss) from discontinued operations, net of tax

 

$

(515

)

 

$

241

 

 

$

(274

)