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Discontinued Operations and Assets Held for Sale
3 Months Ended
Mar. 31, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations and Assets Held for Sale

17.

Discontinued Operations and Assets Held For Sale

 

Barnett Shale

 

In 2019, Devon announced that it had entered into an agreement to sell its Barnett Shale assets to BKV and subsequently amended the agreement in April 2020. Under the amended terms, Devon has agreed to sell its Barnett Shale assets for $570 million in cash, before purchase price adjustments, at closing, which was extended to December 31, 2020. 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 commences on January 1, 2021 and has a term of four years. Under the terms of the agreement, Devon received the deposit funds of $170 million in April 2020. The deposit is being held by Devon pursuant to the terms of the sale agreement, which only requires Devon to return such funds to BKV in the event the transaction does not close as a result of Devon’s breach of its closing obligations.

 

In connection with the announced sale of its Barnett Shale assets, approximately $88 million of the U.S. reporting unit goodwill was allocated to the Barnett Shale assets. Additionally, Devon ceased depreciation for all property, plant and equipment classified as assets held for sale on the date the sales agreement was approved by the Board of Directors. Devon also recognized a $748 million asset impairment in the fourth quarter of 2019 related to these assets, primarily due to the difference between the net carrying value and the purchase price, net of estimated customary purchase price adjustments. During the first quarter of 2020, Devon adjusted the estimated impairment $179 million, primarily due to the amended agreement terms. The valuation of the future contingent earnout payments included in the March 31, 2020 Barnett Shale impairment computation was $41 million. The value was derived utilizing a Monte Carlo valuation model and qualifies as a level 3 fair value measurement.

 

As of March 31, 2020, Devon has restricted approximately $25 million to fund obligations in connection with the abandonment of certain gas processing contracts related to the 2018 divestitures. Cash payments for these charges total approximately $ million per quarter.

 

Canada

 

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 $223 million ($425 million net of tax, primarily due to a significant deferred tax benefit). Current (cash) income tax associated with the sale was approximately $150 million and was paid in the first quarter of 2020. 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 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 recognized a charge on the early retirement of these notes consisting of $52 million in cash retirement costs and $6 million of noncash charges.

 

As of March 31, 2020, $175 million of the Canadian cash balance is restricted for funding other obligations retained related to the Canadian business and is classified as cash restricted for discontinued operations on the consolidated balance sheets. The remaining obligations consist of a firm transportation agreement and office leases. Cash payments for these charges total approximately $6 million per quarter.

 


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

Three Months Ended March 31,

 

Barnett Shale

 

 

Canada

 

 

Total

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Upstream revenues

 

$

92

 

 

$

 

 

$

92

 

Total revenues

 

 

92

 

 

 

 

 

 

92

 

Production expenses

 

 

74

 

 

 

 

 

 

74

 

Asset impairments

 

 

179

 

 

 

 

 

 

179

 

General and administrative expenses

 

 

 

 

 

1

 

 

 

1

 

Financing costs, net

 

 

 

 

 

(2

)

 

 

(2

)

Other expenses

 

 

(13

)

 

 

10

 

 

 

(3

)

Total expenses

 

 

240

 

 

 

9

 

 

 

249

 

Loss from discontinued operations before income taxes

 

 

(148

)

 

 

(9

)

 

 

(157

)

Income tax benefit

 

 

(32

)

 

 

 

 

 

(32

)

Net loss from discontinued operations, net of tax

 

$

(116

)

 

$

(9

)

 

$

(125

)

2019

 

 

 

 

 

 

 

 

 

 

 

 

Upstream revenues

 

$

149

 

 

$

247

 

 

$

396

 

Marketing and midstream revenues

 

 

 

 

 

26

 

 

 

26

 

Total revenues

 

 

149

 

 

 

273

 

 

 

422

 

Production expenses

 

 

81

 

 

 

141

 

 

 

222

 

Exploration expenses

 

 

 

 

 

9

 

 

 

9

 

Marketing and midstream expenses

 

 

 

 

 

9

 

 

 

9

 

Depreciation, depletion and amortization

 

 

20

 

 

 

79

 

 

 

99

 

Asset dispositions

 

 

1

 

 

 

 

 

 

1

 

General and administrative expenses

 

 

 

 

 

18

 

 

 

18

 

Financing costs, net

 

 

 

 

 

13

 

 

 

13

 

Restructuring and transaction costs

 

 

 

 

 

3

 

 

 

3

 

Other expenses

 

 

6

 

 

 

(28

)

 

 

(22

)

Total expenses

 

 

108

 

 

 

244

 

 

 

352

 

Earnings from discontinued operations before income taxes

 

 

41

 

 

 

29

 

 

 

70

 

Income tax expense

 

 

9

 

 

 

 

 

 

9

 

Net earnings from discontinued operations, net of tax

 

$

32

 

 

$

29

 

 

$

61

 

 

The following table presents the carrying amounts of the assets and liabilities associated with discontinued operations on the consolidated balance sheets.

 

 

As of March 31, 2020

 

 

As of December 31, 2019

 

 

 

Barnett Shale

 

 

Canada

 

 

Total

 

 

Barnett Shale

 

 

Canada

 

 

Total

 

Cash restricted for discontinued operations

 

$

25

 

 

$

175

 

 

$

200

 

 

$

25

 

 

$

355

 

 

$

380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

36

 

 

$

1

 

 

$

37

 

 

$

38

 

 

$

1

 

 

$

39

 

Other current assets

 

 

5

 

 

 

2

 

 

 

7

 

 

 

5

 

 

 

2

 

 

 

7

 

Oil and gas property and equipment, based on

   successful efforts accounting, net

 

 

593

 

 

 

 

 

 

593

 

 

 

751

 

 

 

 

 

 

751

 

Other property and equipment, net

 

 

11

 

 

 

 

 

 

11

 

 

 

11

 

 

 

 

 

 

11

 

Goodwill

 

 

88

 

 

 

 

 

 

88

 

 

 

88

 

 

 

 

 

 

88

 

Other long-term assets

 

 

 

 

 

74

 

 

 

74

 

 

 

 

 

 

81

 

 

 

81

 

Total assets associated with discontinued operations

 

$

733

 

 

$

77

 

 

$

810

 

 

$

893

 

 

$

84

 

 

$

977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

14

 

 

$

6

 

 

$

20

 

 

$

15

 

 

$

4

 

 

$

19

 

Revenues and royalties payable

 

 

36

 

 

 

3

 

 

 

39

 

 

 

44

 

 

 

3

 

 

 

47

 

Other current liabilities

 

 

21

 

 

 

73

 

 

 

94

 

 

 

19

 

 

 

233

 

 

 

252

 

Asset retirement obligations

 

 

141

 

 

 

 

 

 

141

 

 

 

141

 

 

 

 

 

 

141

 

Other long-term liabilities

 

 

15

 

 

 

148

 

 

 

163

 

 

 

16

 

 

 

169

 

 

 

185

 

Total liabilities associated with discontinued operations

 

$

227

 

 

$

230

 

 

$

457

 

 

$

235

 

 

$

409

 

 

$

644