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Divestitures
12 Months Ended
Dec. 31, 2018
Divestitures [Abstract]  
Divestitures

(3) DIVESTITURES



On August 30, 2018, the Company entered into an agreement with Flywheel Energy Operating, LLC to sell 100% of the equity in the Company’s subsidiaries that owned and operated its Fayetteville Shale E&P and related midstream gathering assets for $1,865 million in cash, subject to customary closing adjustments, with an economic effective date of July 1, 2018.  During the third quarter of 2018, the Company classified the non-full cost pool portion of these assets as held for sale and recorded an impairment charge of  $160  million, of which $145 million related to midstream gathering assets held for sale and $15 million related to E&P assets held for sale.



On December 3, 2018, the Company closed on the Fayetteville Shale sale and received approximately  $1,650 million, which included preliminary purchase price adjustments of approximately $215 million primarily related to the net cash flows from the economic effective date to the closing date.  The Company allocated the sale proceeds to gain on sale for the non-full cost pool assets and to capitalized costs for the full cost pool assets based on the proportion of the estimated fair values of the underlying assets.  The fair values of these assets was estimated primarily using an income approach.  Consequently, the Company recognized a gain on the sale of non-full cost pool assets of $17 million and a reduction of $887 million to its full cost pool assets.  As the sale did not involve a significant change in proved reserves or significantly alter the relationship between capitalized costs and proved reserves, the Company recognized no gain or loss related to the full cost pool assets sold.



As part of the Fayetteville Shale sale agreement, the Company entered into certain natural gas derivative positions which were subsequently novated to the buyer in conjunction with finalization of the sale. The unrealized fair value of these derivatives at the closing of the sale in December 2018 was a net liability of $151 million which was transferred to the buyer.  The unrealized loss associated with the novated positions was offset by the gain that the Company recognized when the liability was transferred to the buyer.  These offsetting amounts were recognized on the consolidated statements of operations in Gain on sale of assets, netIn addition, the Company paid $22 million in premiums for these novated derivatives which was recorded as a loss in Gain on sale of assets, net in 2018.



The Company retained certain contractual commitments related to firm transportation, with the buyer obligated to pay the transportation provider directly for these charges.  As of December 31, 2018, approximately $221 million of these contractual commitments remain of which the Company will reimburse the buyer for certain of these potential obligations up to approximately $102 million through 2020 depending on the buyer’s actual use, and has recorded an $88 million liability for the estimated future payments.  The buyer will also assume future asset retirement obligations related to the operations sold.



From the proceeds received, $914 million was used to repurchase $900 million of the Company’s outstanding senior notes, including premiums and $9 million in accrued interest paid, and $180 million was used to repurchase approximately 39 million shares of the Company’s outstanding common stock as of December 31, 2018.  The Company intends to use the remaining net proceeds from the sale to supplement Appalachian Basin development, return capital to shareholders and for general corporate purposes.