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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Acquisition and Divestitures | 2. Acquisitions and Divestitures WPX Merger On January 7, 2021, Devon and WPX completed an all-stock merger of equals. WPX was an oil and gas exploration and production company with assets in the Delaware Basin in Texas and New Mexico and the Williston Basin in North Dakota. On the closing date of the Merger, each share of WPX common stock was automatically converted into the right to receive 0.5165 of a share of Devon common stock. No fractional shares of Devon’s common stock were issued in the Merger, and holders of WPX common stock instead received cash in lieu of fractional shares of Devon common stock, if any. Based on the closing price of Devon’s common stock on January 7, 2021, the total value of Devon common stock issued to holders of WPX common stock as part of this transaction was approximately $5.4 billion. The Merger was structured as a tax-free reorganization for U.S. federal income tax purposes. Purchase Price Allocation The allocation of the total purchase price of WPX to the identifiable assets acquired and the liabilities assumed was finalized at December 31, 2021. The transaction was accounted for using the acquisition method of accounting, with Devon being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of WPX and its subsidiaries were recorded at their respective fair values as of the date of completion of the Merger and added to Devon’s. Determining the fair value of the assets and liabilities of WPX required judgment and certain assumptions to be made, the most significant of these being related to the valuation of WPX's oil and gas properties. Significant judgments and assumptions included, among other things, estimates of reserve quantities, estimates of future commodity prices, expected development costs, lease operating costs, reserve risk adjustment factors and an estimate of an applicable market participant discount rate that reflected the risk of the underlying cash flow estimates. The inputs and assumptions related to the oil and gas properties were categorized as level 3 in the fair value hierarchy. The following table represents the final allocation of the total purchase price of WPX to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date.
|  | Final Purchase |
|  | Price Allocation |
Consideration: |  |  |
WPX Common Stock outstanding |  |  | 561.2 |
Exchange Ratio |  |  | 0.5165 |
Devon common stock issued |  |  | 289.9 |
Devon closing price on January 7, 2021 |  | $ | 18.57 |
Total common equity consideration |  |  | 5,383 |
Share-based replacement awards |  |  | 49 |
Total consideration |  | $ | 5,432 |
Assets acquired: |  |  |
Cash, cash equivalents and restricted cash |  | $ | 344 |
Accounts receivable |  |  | 425 |
Other current assets |  |  | 49 |
Right-of-use assets |  |  | 38 |
Proved oil and gas property and equipment |  |  | 7,017 |
Unproved and properties under development |  |  | 2,362 |
Other property and equipment |  |  | 485 |
Investments |  |  | 400 |
Other long-term assets |  |  | 43 |
Total assets acquired |  | $ | 11,163 |
Liabilities assumed: |  |  |
Accounts payable |  | $ | 346 |
Revenue and royalties payable |  |  | 223 |
Other current liabilities |  |  | 454 |
Debt |  |  | 3,562 |
Lease liabilities |  |  | 38 |
Asset retirement obligations |  |  | 94 |
Deferred income taxes |  |  | 249 |
Other long-term liabilities |  |  | 765 |
Total liabilities assumed |  |  | 5,731 |
Net assets acquired |  | $ | 5,432 |
Pro Forma Financial Information The following unaudited pro forma financial information for the year ended December 31, 2020 is based on our historical consolidated financial statements adjusted to reflect as if the Merger had occurred on January 1, 2020. The information below reflects pro forma adjustments to conform WPX’s historical financial information to Devon’s financial statement presentation. The unaudited pro forma financial information is not necessarily indicative of what would have occurred if the Merger had been completed as of the beginning of the periods presented, nor is it indicative of future results.
|  | Year Ended December 31, |
Continuing operations: |  | 2020 |
Total revenues |  | $ | 7,261 |
Net loss |  | $ | (3,438 | )
Basic net loss per share |  | $ | (5.16 | )
Acquisitions ‌ In September 2022, Devon completed its acquisition of producing properties and leasehold interests located in the Eagle Ford for cash consideration of approximately $1.7 billion, net of purchase price adjustments. Additionally, in July 2022, Devon completed its acquisition of producing properties and leasehold interests located in the Williston Basin for cash consideration of approximately $830 million, net of purchase price adjustments. The total estimated proved reserves associated with these Eagle Ford and Williston Basin assets are approximately 87 MMBoe and 66 MMBoe, respectively. Each of these acquisitions were accounted for as asset acquisitions as substantially all of the fair value was concentrated in a group of similar assets. Each of the acquisitions resulted in the purchase of producing properties and leasehold interests in a defined geographical and geological area and substantially all of the assets have similar risk characteristics.‌ Divestitures – Continuing Operations In 2021, Devon completed the sale of non-core assets in the Rockies for proceeds of $9 million, net of purchase price adjustments, and recognized a $35 million gain related to the sale. Devon received $4 million in contingent earnout payments related to this transaction in the first quarters of 2023 and 2022. The total estimated proved reserves associated with these divested assets was approximately 3 MMBoe.‌ Divestitures – Discontinued Operations In the fourth quarter of 2020, Devon completed the sale of its Barnett Shale assets to BKV for proceeds, net of purchase price adjustments, of $490 million. The agreement with BKV provides for contingent earnout payments to Devon 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 quarters of 2023 and 2022 and could receive up to an additional $130 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, 2022 consolidated balance sheet was $65 million and $88 million, respectively. During 2022 and 2021, Devon recorded a $42 million and $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 qualify as a level 3 fair value measurement. Additional information can be found in Note 19.

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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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