UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-32395
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware | 01-0562944 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
600 North Dairy Ashford, Houston, TX 77079 | ||
(Address of principal executive offices) (Zip Code) |
281-293-1000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The registrant had 1,264,556,506 shares of common stock, $.01 par value, outstanding at March 31, 2012.
CONOCOPHILLIPS
Consolidated Income Statement | ConocoPhillips |
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Revenues and Other Income |
||||||||
Sales and other operating revenues* |
$ | 56,132 | 56,530 | |||||
Equity in earnings of affiliates |
1,220 | 1,017 | ||||||
Gain on dispositions |
942 | 616 | ||||||
Other income |
60 | 84 | ||||||
|
||||||||
Total Revenues and Other Income |
58,354 | 58,247 | ||||||
|
||||||||
Costs and Expenses |
||||||||
Purchased crude oil, natural gas and products |
41,889 | 42,376 | ||||||
Production and operating expenses |
2,696 | 2,628 | ||||||
Selling, general and administrative expenses |
685 | 499 | ||||||
Exploration expenses |
679 | 176 | ||||||
Depreciation, depletion and amortization |
1,838 | 2,070 | ||||||
Impairments |
259 | | ||||||
Taxes other than income taxes* |
4,521 | 4,364 | ||||||
Accretion on discounted liabilities |
114 | 112 | ||||||
Interest and debt expense |
209 | 262 | ||||||
Foreign currency transaction (gains) losses |
(11 | ) | (36 | ) | ||||
|
||||||||
Total Costs and Expenses |
52,879 | 52,451 | ||||||
|
||||||||
Income before income taxes |
5,475 | 5,796 | ||||||
Provision for income taxes |
2,520 | 2,754 | ||||||
|
||||||||
Net income |
2,955 | 3,042 | ||||||
Less: net income attributable to noncontrolling interests |
(18 | ) | (14 | ) | ||||
|
||||||||
Net Income Attributable to ConocoPhillips |
$ | 2,937 | 3,028 | |||||
|
||||||||
Net Income Attributable to ConocoPhillips Per Share of Common Stock (dollars) |
||||||||
Basic |
$ | 2.29 | 2.11 | |||||
Diluted |
2.27 | 2.09 | ||||||
|
||||||||
Dividends Paid Per Share of Common Stock (dollars) |
$ | .66 | .66 | |||||
|
||||||||
Average Common Shares Outstanding (in thousands) |
||||||||
Basic |
1,283,493 | 1,432,285 | ||||||
Diluted |
1,293,104 | 1,445,477 | ||||||
|
||||||||
*Includes excise taxes on petroleum products sales: |
$ | 3,321 | 3,382 |
See Notes to Consolidated Financial Statements.
1
ConocoPhillips |
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Net Income |
$ | 2,955 | 3,042 | |||||
|
||||||||
Other comprehensive income |
||||||||
Defined benefit plans |
||||||||
Prior service cost arising during the period |
| | ||||||
Reclassification adjustment for amortization of prior service credit included in net income |
(1 | ) | | |||||
|
||||||||
Net change |
(1 | ) | | |||||
|
||||||||
Net actuarial loss arising during the period |
| | ||||||
Reclassification adjustment for amortization of prior net losses included in net income |
78 | 51 | ||||||
|
||||||||
Net change |
78 | 51 | ||||||
Nonsponsored plans* |
3 | 6 | ||||||
Income taxes on defined benefit plans |
(29 | ) | (20 | ) | ||||
|
||||||||
Defined benefit plans, net of tax |
51 | 37 | ||||||
|
||||||||
Unrealized holding gain on securities** |
| 8 | ||||||
Reclassification adjustment for gain included in net income |
| (255 | ) | |||||
Income taxes on unrealized holding gain on securities |
| 89 | ||||||
|
||||||||
Unrealized gain on securities, net of tax |
| (158 | ) | |||||
|
||||||||
Foreign currency translation adjustments |
852 | 914 | ||||||
Reclassification adjustment for gain included in net income |
1 | | ||||||
Income taxes on foreign currency translation adjustments |
(19 | ) | (20 | ) | ||||
|
||||||||
Foreign currency translation adjustments, net of tax |
834 | 894 | ||||||
|
||||||||
Hedging activities |
1 | 1 | ||||||
Income taxes on hedging activities |
| | ||||||
|
||||||||
Hedging activities, net of tax |
1 | 1 | ||||||
|
||||||||
Other Comprehensive Income, Net of Tax |
886 | 774 | ||||||
|
||||||||
Comprehensive Income |
3,841 | 3,816 | ||||||
Less: comprehensive income attributable to noncontrolling interests |
(18 | ) | (14 | ) | ||||
|
||||||||
Comprehensive Income Attributable to ConocoPhillips |
$ | 3,823 | 3,802 | |||||
|
*Plans for which ConocoPhillips is not the primary obligorprimarily those administered by equity affiliates.
**Available-for-sale securities of LUKOIL.
See Notes to Consolidated Financial Statements.
2
ConocoPhillips |
Millions of Dollars | ||||||||
March 31 |
December 31 |
|||||||
2012 | 2011 | |||||||
|
|
|||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 3,707 | 5,780 | |||||
Short-term investments* |
508 | 581 | ||||||
Restricted cash |
6,050 | | ||||||
Accounts and notes receivable (net of allowance of $52 million in 2012 and $30 million in 2011) |
15,575 | 14,648 | ||||||
Accounts and notes receivablerelated parties |
1,908 | 1,878 | ||||||
Inventories |
6,072 | 4,631 | ||||||
Prepaid expenses and other current assets |
3,246 | 2,700 | ||||||
|
||||||||
Total Current Assets |
37,066 | 30,218 | ||||||
Investments and long-term receivables |
33,574 | 32,108 | ||||||
Loans and advancesrelated parties |
1,615 | 1,675 | ||||||
Net properties, plants and equipment |
85,559 | 84,180 | ||||||
Goodwill |
3,330 | 3,332 | ||||||
Intangibles |
742 | 745 | ||||||
Other assets |
995 | 972 | ||||||
|
||||||||
Total Assets |
$ | 162,881 | 153,230 | |||||
|
||||||||
Liabilities |
||||||||
Accounts payable |
$ | 19,637 | 17,973 | |||||
Accounts payablerelated parties |
1,913 | 1,680 | ||||||
Short-term debt |
7,002 | 1,013 | ||||||
Accrued income and other taxes |
4,751 | 4,220 | ||||||
Employee benefit obligations |
700 | 1,111 | ||||||
Other accruals |
2,427 | 2,071 | ||||||
|
||||||||
Total Current Liabilities |
36,430 | 28,068 | ||||||
Long-term debt |
21,358 | 21,610 | ||||||
Asset retirement obligations and accrued environmental costs |
9,073 | 9,329 | ||||||
Joint venture acquisition obligationrelated party |
3,393 | 3,582 | ||||||
Deferred income taxes |
18,709 | 18,055 | ||||||
Employee benefit obligations |
4,033 | 4,068 | ||||||
Other liabilities and deferred credits |
2,842 | 2,784 | ||||||
|
||||||||
Total Liabilities |
95,838 | 87,496 | ||||||
|
||||||||
Equity |
||||||||
Common stock (2,500,000,000 shares authorized at $.01 par value) |
||||||||
Issued (20121,753,755,416 shares; 20111,749,550,587 shares) |
||||||||
Par value |
18 | 17 | ||||||
Capital in excess of par |
44,936 | 44,725 | ||||||
Treasury stock (at cost: 2012489,198,910 shares; 2011463,880,628 shares) |
(33,678 | ) | (31,787 | ) | ||||
Accumulated other comprehensive income |
3,972 | 3,086 | ||||||
Unearned employee compensation |
| (11 | ) | |||||
Retained earnings |
51,286 | 49,194 | ||||||
|
||||||||
Total Common Stockholders Equity |
66,534 | 65,224 | ||||||
Noncontrolling interests |
509 | 510 | ||||||
|
||||||||
Total Equity |
67,043 | 65,734 | ||||||
|
||||||||
Total Liabilities and Equity |
$ | 162,881 | 153,230 | |||||
|
||||||||
*Includes marketable securities of: |
$ | 407 | 232 |
See Notes to Consolidated Financial Statements.
3
ConocoPhillips |
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Cash Flows From Operating Activities |
||||||||
Net income |
$ | 2,955 | 3,042 | |||||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Depreciation, depletion and amortization |
1,838 | 2,070 | ||||||
Impairments |
259 | | ||||||
Dry hole costs and leasehold impairments |
518 | 50 | ||||||
Accretion on discounted liabilities |
114 | 112 | ||||||
Deferred taxes |
258 | 87 | ||||||
Undistributed equity earnings |
(423 | ) | (523 | ) | ||||
Gain on dispositions |
(942 | ) | (616 | ) | ||||
Other |
(404 | ) | (185 | ) | ||||
Working capital adjustments |
||||||||
Decrease (increase) in accounts and notes receivable |
(913 | ) | (681 | ) | ||||
Decrease (increase) in inventories |
(1,402 | ) | (2,669 | ) | ||||
Decrease (increase) in prepaid expenses and other current assets |
(67 | ) | (546 | ) | ||||
Increase (decrease) in accounts payable |
1,859 | 1,753 | ||||||
Increase (decrease) in taxes and other accruals |
532 | 53 | ||||||
|
||||||||
Net Cash Provided by Operating Activities |
4,182 | 1,947 | ||||||
|
||||||||
Cash Flows From Investing Activities |
||||||||
Capital expenditures and investments |
(4,260 | ) | (2,884 | ) | ||||
Proceeds from asset dispositions |
1,109 | 1,787 | ||||||
Net sales (purchases) of short-term investments |
92 | (1,170 | ) | |||||
Long-term advances/loansrelated parties |
4 | 4 | ||||||
Collection of advances/loansrelated parties |
38 | 40 | ||||||
Other |
7 | 12 | ||||||
|
||||||||
Net Cash Used in Investing Activities |
(3,010 | ) | (2,211 | ) | ||||
|
||||||||
Cash Flows From Financing Activities |
||||||||
Issuance of debt |
5,794 | | ||||||
Repayment of debt |
(54 | ) | (373 | ) | ||||
Change in restricted cash |
(6,050 | ) | | |||||
Issuance of company common stock |
36 | 75 | ||||||
Repurchase of company common stock |
(1,899 | ) | (1,636 | ) | ||||
Dividends paid on company common stock |
(843 | ) | (944 | ) | ||||
Other |
(254 | ) | (183 | ) | ||||
|
||||||||
Net Cash Used in Financing Activities |
(3,270 | ) | (3,061 | ) | ||||
|
||||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
25 | 43 | ||||||
|
||||||||
Net Change in Cash and Cash Equivalents |
(2,073 | ) | (3,282 | ) | ||||
Cash and cash equivalents at beginning of period |
5,780 | 9,454 | ||||||
|
||||||||
Cash and Cash Equivalents at End of Period |
$ | 3,707 | 6,172 | |||||
|
See Notes to Consolidated Financial Statements.
4
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements | ConocoPhillips |
Note 1Interim Financial Information
The interim-period financial information presented in the financial statements included in this report is unaudited and includes all known accruals and adjustments, in the opinion of management, necessary for a fair presentation of the consolidated financial position of ConocoPhillips and its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements included in this report. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes included in our 2011 Annual Report on Form 10-K.
Note 2Variable Interest Entities (VIEs)
We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIE follows:
We have an agreement with Freeport LNG Development, L.P. (Freeport LNG) to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $602 million at March 31, 2012, and $612 million at December 31, 2011. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment.
Note 3Inventories
Inventories consisted of the following:
Millions of Dollars | ||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Crude oil and petroleum products |
$ | 5,071 | 3,633 | |||||
Materials, supplies and other |
1,001 | 998 | ||||||
|
||||||||
$ | 6,072 | 4,631 | ||||||
|
Inventories valued on the last-in, first-out (LIFO) basis totaled $4,789 million and $3,387 million at March 31, 2012, and December 31, 2011, respectively. The estimated excess of current replacement cost over LIFO cost of inventories amounted to approximately $9,500 million and $8,400 million at March 31, 2012, and December 31, 2011, respectively.
5
Note 4Assets Held for Sale or Sold
In March 2012, we sold our Vietnam Exploration and Production (E&P) business for $1,100 million, including customary working capital adjustments, and recognized a gain of $937 million before-tax, which was included in the Gain on dispositions line on the consolidated income statement. The business had a net carrying value of approximately $163 million, which included $352 million of properties, plants and equipment (PP&E), $69 million of asset retirement obligations and $145 million of deferred income taxes.
In January 2012, we entered into an agreement to sell our interest in the Statfjord Field and associated satellites, all of which are located in the North Sea and included in our E&P segment. The sale is expected to be completed in the second quarter of 2012. Accordingly, on our consolidated balance sheet as of March 31, 2012, we reclassified $199 million of PP&E to Prepaid expenses and other current assets, $446 million of asset retirement obligations to Other accruals, and $322 million of noncurrent deferred income tax assets as current, based on their held for sale status.
Note 5Investments, Loans and Long-Term Receivables
Australia Pacific LNG
In January 2012, Australia Pacific LNG (APLNG) and China Petrochemical Corporation (Sinopec) signed an amendment to their existing LNG sales agreement for the sale and purchase of an additional 3.3 million tonnes of LNG per year through 2035. This agreement, in combination with the binding Heads of Agreement with Kansai Electric Power Co. Inc., signed in November 2011, finalizes the marketing of the second train. In conjunction with the LNG sales agreement, the parties have also agreed for Sinopec to subscribe for additional shares in APLNG, which upon completion will raise its equity interest from 15 percent to 25 percent. As a result, both our ownership interest and Origin Energys ownership interest would dilute from 42.5 percent to 37.5 percent. The Subscription Agreement is subject to customary governmental approvals and, along with the amendment to the sales agreement, is conditional on a final investment decision on the second train, which is expected in the second quarter of 2012. We expect to record a loss of approximately $135 million after-tax from the dilution in the second quarter of 2012.
Loans and Long-Term Receivables
As part of our normal ongoing business operations and consistent with industry practice, we enter into numerous agreements with other parties to pursue business opportunities. Included in such activity are loans made to certain affiliated and non-affiliated companies. Significant loans to affiliated companies at March 31, 2012, included the following:
| $602 million in loan financing to Freeport LNG. |
| $1,131 million in project financing to Qatar Liquefied Gas Company Limited (3) (QG3). |
The long-term portion of these loans is included in the Loans and advancesrelated parties line on the consolidated balance sheet, while the short-term portion is in Accounts and notes receivablerelated parties.
Long-term receivables from non-affiliated companies are included in the Investments and long-term receivables line on the consolidated balance sheet, while the short-term portion related to non-affiliate loans is in Accounts and notes receivable.
Other
We have investments remeasured at fair value on a recurring basis to support certain nonqualified deferred compensation plans. The fair value of these assets at March 31, 2012, was $352 million, and at December 31, 2011, was $336 million. The entire value is categorized in Level 1 of the fair value hierarchy. These investments are measured at fair value using a market approach based on quotations from national securities exchanges.
6
Merey Sweeny, L.P. (MSLP) owns a delayed coker and related facilities at the Sweeny Refinery. MSLP processes our long residue, which is produced from heavy sour crude oil, for a processing fee. Fuel-grade petroleum coke is produced as a by-product and becomes the property of MSLP. Prior to August 28, 2009, MSLP was owned 50/50 by us and Petróleos de Venezuela S.A. (PDVSA). Under the agreements that govern the relationships between the partners, certain defaults by PDVSA with respect to supply of crude oil to the Sweeny Refinery gave us the right to acquire PDVSAs 50 percent ownership interest in MSLP, which we exercised on August 28, 2009. PDVSA has initiated arbitration with the International Chamber of Commerce challenging the exercise of the call right and claiming it was invalid. The arbitral tribunal is scheduled to hold hearings on the merits of the dispute in December 2012. We continue to use the equity method of accounting for our investment in MSLP.
Note 6Properties, Plants and Equipment
Our investment in PP&E, with the associated accumulated depreciation, depletion and amortization (Accum. DD&A), was:
Millions of Dollars | ||||||||||||||||||||||||
March 31, 2012 | December 31, 2011 | |||||||||||||||||||||||
Gross PP&E |
Accum. DD&A |
Net PP&E |
Gross PP&E |
Accum. DD&A |
Net PP&E |
|||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Exploration and Production (E&P) |
$ | 125,827 | 55,990 | 69,837 | 124,111 | 55,565 | 68,546 | |||||||||||||||||
Midstream |
134 | 85 | 49 | 135 | 86 | 49 | ||||||||||||||||||
Refining and Marketing (R&M) |
22,364 | 8,329 | 14,035 | 22,096 | 8,128 | 13,968 | ||||||||||||||||||
LUKOIL Investment |
| | | | | | ||||||||||||||||||
Chemicals |
| | | | | | ||||||||||||||||||
Emerging Businesses |
1,063 | 240 | 823 | 1,023 | 220 | 803 | ||||||||||||||||||
Corporate and Other |
1,865 | 1,050 | 815 | 1,844 | 1,030 | 814 | ||||||||||||||||||
|
||||||||||||||||||||||||
$ | 151,253 | 65,694 | 85,559 | 149,209 | 65,029 | 84,180 | ||||||||||||||||||
|
Note 7Suspended Wells
The capitalized cost of suspended wells at March 31, 2012, was $1,008 million, a decrease of $29 million from $1,037 million at year-end 2011. For the category of exploratory well costs capitalized for a period greater than one year as of December 31, 2011, no wells were charged to dry hole expense during the first three months of 2012.
7
Note 8Impairments
During the three-month periods of 2012 and 2011, we recognized the following before-tax impairment charges:
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
E&P |
||||||||
United States |
$ | 2 | | |||||
International |
214 | | ||||||
R&M |
||||||||
United States |
1 | | ||||||
International |
42 | | ||||||
|
||||||||
$ | 259 | | ||||||
|
In the first quarter of 2012, we recorded a $213 million property impairment in our E&P segment for the carrying value of capitalized project development costs associated with our Mackenzie Gas Project. Advancement of the project was suspended indefinitely in the first quarter of 2012 due to a continued decline in market conditions and the lack of acceptable commercial terms. In addition, we recorded a $481 million impairment for the undeveloped leasehold costs associated with the project. The leasehold impairment was included in the Exploration expenses line on our consolidated income statement. We also recorded a $42 million impairment in our R&M segment related to equipment formerly associated with the canceled Wilhelmshaven Refinery upgrade project.
Note 9Debt
We have two commercial paper programs supported by our $8.0 billion revolving credit facilities: the ConocoPhillips $6.35 billion program, primarily a funding source for short-term working capital needs, and the ConocoPhillips Qatar Funding Ltd. $1.5 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. Commercial paper maturities are generally limited to 90 days.
At both March 31, 2012, and December 31, 2011, we had no direct outstanding borrowings under our revolving credit facilities, but $26 million in letters of credit had been issued as of March 31, 2012, and $40 million as of December 31, 2011. In addition, under the two commercial paper programs, there was $1,097 million of commercial paper outstanding at March 31, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,097 million of commercial paper outstanding and had issued $26 million of letters of credit, we had access to $6.9 billion in borrowing capacity under our revolving credit facilities at March 31, 2012.
At March 31, 2012, we classified $1,010 million of short-term debt as long-term debt, based on our ability and intent to refinance the obligation on a long-term basis under our revolving credit facilities.
8
In anticipation of the separation of our downstream businesses into Phillips 66 (see Note 21Planned Separation of Downstream Businesses, for additional information), in March 2012, Phillips 66 issued, through a private placement, the following Senior Notes. The Notes are fully and unconditionally guaranteed by Phillips 66 Company, a 100 percent owned subsidiary. These Notes are classified as short-term debt on the consolidated balance sheet as, under the terms of the Notes, they must be redeemed within one year unless retained by Phillips 66 in the separation.
| $800 million aggregate principal amount at 1.950% due 2015. |
| $1.5 billion aggregate principal amount at 2.950% due 2017. |
| $2.0 billion aggregate principal amount at 4.300% due 2022. |
| $1.5 billion aggregate principal amount at 5.875% due 2042. |
As of March 31, 2012, the net proceeds from this offering were deposited in two segregated escrow accounts for the benefit of the holders of the Notes. These funds were restricted as to withdrawal or usage pending a written notice from Phillips 66 to the escrow agents that, among other items, the contribution to Phillips 66 of the downstream business of ConocoPhillips, in connection with the separation from ConocoPhillips, has been consummated in all material respects. Accordingly, these funds, along with approximately $290 million of funds sufficient to pay a mandatory redemption price plus accrued interest to the note holders should the separation not occur, are included in the Restricted cash line on our consolidated balance sheet as of March 31, 2012.
Note 10Joint Venture Acquisition Obligation
We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL Partnership. Quarterly principal and interest payments of $237 million began in the second quarter of 2007 and will continue until the balance is paid. Of the principal obligation amount, approximately $742 million was short-term and was included in the Accounts payablerelated parties line on our March 31, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $180 million in the first three months of 2012, is included in the Other line in the financing activities section on our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the Capital expenditures and investments line on our consolidated statement of cash flows.
9
Note 11Noncontrolling Interests
Activity for the equity attributable to noncontrolling interests for the first three months of 2012 and 2011 was as follows:
Millions of Dollars | ||||||||||||||||||||||||
2012 | 2011 | |||||||||||||||||||||||
Common Stockholders Equity |
Non- Controlling Interest |
Total Equity |
Common Stockholders Equity |
Non- Controlling Interest |
Total Equity |
|||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Balance at January 1 |
$ | 65,224 | 510 | 65,734 | 68,562 | 547 | 69,109 | |||||||||||||||||
Net income |
2,937 | 18 | 2,955 | 3,028 | 14 | 3,042 | ||||||||||||||||||
Dividends |
(843 | ) | | (843 | ) | (944 | ) | | (944 | ) | ||||||||||||||
Repurchase of company common stock |
(1,899 | ) | | (1,899 | ) | (1,636 | ) | | (1,636 | ) | ||||||||||||||
Distributions to noncontrolling interests |
| (19 | ) | (19 | ) | | (12 | ) | (12 | ) | ||||||||||||||
Other changes, net* |
1,115 | | 1,115 | 962 | | 962 | ||||||||||||||||||
|
||||||||||||||||||||||||
Balance at March 31 |
$ | 66,534 | 509 | 67,043 | 69,972 | 549 | 70,521 | |||||||||||||||||
|
*Includes components of other comprehensive income, which are disclosed separately in the Consolidated Statement of Comprehensive Income.
Note 12Guarantees
At March 31, 2012, we were liable for certain contingent obligations under various contractual arrangements as described below. We recognize a liability, at inception, for the fair value of our obligation as a guarantor for newly issued or modified guarantees. Unless the carrying amount of the liability is noted below, we have not recognized a liability either because the guarantees were issued prior to December 31, 2002, or because the fair value of the obligation is immaterial. In addition, unless otherwise stated, we are not currently performing with any significance under the guarantee and expect future performance to be either immaterial or have only a remote chance of occurrence.
Guarantees of Joint Venture Debt
At March 31, 2012, we had guarantees outstanding for our portion of joint venture debt obligations, which have terms of up to 24 years. The maximum potential amount of future payments under the guarantees is approximately $120 million. Payment would be required if a joint venture defaults on its debt obligations.
Other Guarantees
| In conjunction with our purchase of a 50 percent ownership interest in APLNG from Origin Energy in October 2008, we agreed to participate, if and when requested, in any parent company guarantees that were outstanding at the time we purchased our interest in APLNG. These parent company guarantees cover the obligation of APLNG to deliver natural gas under several sales agreements with remaining terms of 5 to 20 years. Our maximum potential amount of future payments, or cost of volume delivery, under these guarantees is estimated to be $1,288 million ($2,879 million in the event of intentional or reckless breach) at March 2012 exchange rates based on our 42.5 percent share of the remaining contracted volumes, which could become payable if APLNG fails to meet its obligations under these agreements and the obligations cannot otherwise be mitigated. Future payments are considered unlikely, as the payments, or cost of volume delivery, would only be triggered if APLNG does not have enough natural gas to meet these sales commitments and if the co-venturers do not make necessary equity contributions into APLNG. Additionally, we have guaranteed the performance of APLNG with regard to certain contracts executed in connection with APLNGs issuance of the Train 1 Notice to Proceed. Our maximum potential amount of future payments related to these guarantees is estimated to be $250 million at March 2012 exchange rates based on our 42.5 percent ownership in APLNG. |
10
| We have other guarantees with maximum future potential payment amounts totaling $500 million, which consist primarily of guarantees to fund the short-term cash liquidity deficits of certain joint ventures, a guarantee of minimum charter revenue for an LNG vessel, one small construction completion guarantee, guarantees relating to the startup of a refining joint venture, guarantees of the lease payment obligations of a joint venture, guarantees of the residual value of leased corporate aircraft, and guarantees of the performance of a business partner or some of its customers. These guarantees generally extend up to 13 years or life of the venture. |
Indemnifications
Over the years, we have entered into various agreements to sell ownership interests in certain corporations, joint ventures and assets that gave rise to qualifying indemnifications. Agreements associated with these sales include indemnifications for taxes, environmental liabilities, permits and licenses, employee claims, real estate indemnity against tenant defaults, and litigation. The terms of these indemnifications vary greatly. The majority of these indemnifications are related to environmental issues, the term is generally indefinite and the maximum amount of future payments is generally unlimited. The carrying amount recorded for these indemnifications at March 31, 2012, was $349 million. We amortize the indemnification liability over the relevant time period, if one exists, based on the facts and circumstances surrounding each type of indemnity. In cases where the indemnification term is indefinite, we will reverse the liability when we have information the liability is essentially relieved or amortize the liability over an appropriate time period as the fair value of our indemnification exposure declines. Although it is reasonably possible future payments may exceed amounts recorded, due to the nature of the indemnifications, it is not possible to make a reasonable estimate of the maximum potential amount of future payments. Included in the recorded carrying amount were $207 million of environmental accruals for known contamination that are included in asset retirement obligations and accrued environmental costs at March 31, 2012. For additional information about environmental liabilities, see Note 13Contingencies and Commitments.
Note 13Contingencies and Commitments
A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.
Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.
11
Environmental
We are subject to international, federal, state and local environmental laws and regulations. When we prepare our consolidated financial statements, we record accruals for environmental liabilities based on managements best estimates, using all information that is available at the time. We measure estimates and base liabilities on currently available facts, existing technology, and presently enacted laws and regulations, taking into account stakeholder and business considerations. When measuring environmental liabilities, we also consider our prior experience in remediation of contaminated sites, other companies cleanup experience, and data released by the U.S. Environmental Protection Agency (EPA) or other organizations. We consider unasserted claims in our determination of environmental liabilities, and we accrue them in the period they are both probable and reasonably estimable.
Although liability of those potentially responsible for environmental remediation costs is generally joint and several for federal sites and frequently so for state sites, we are usually only one of many companies cited at a particular site. Due to the joint and several liabilities, we could be responsible for all cleanup costs related to any site at which we have been designated as a potentially responsible party. We have been successful to date in sharing cleanup costs with other financially sound companies. Many of the sites at which we are potentially responsible are still under investigation by the EPA or the state agencies concerned. Prior to actual cleanup, those potentially responsible normally assess the site conditions, apportion responsibility and determine the appropriate remediation. In some instances, we may have no liability or may attain a settlement of liability. Where it appears that other potentially responsible parties may be financially unable to bear their proportional share, we consider this inability in estimating our potential liability, and we adjust our accruals accordingly. As a result of various acquisitions in the past, we assumed certain environmental obligations. Some of these environmental obligations are mitigated by indemnifications made by others for our benefit and some of the indemnifications are subject to dollar and time limits.
We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except in respect of sites acquired in a purchase business combination, which we record on a discounted basis) for planned investigation and remediation activities for sites where it is probable future costs will be incurred and these costs can be reasonably estimated. At March 31, 2012, our balance sheet included a total environmental accrual of $920 million, compared with $922 million at December 31, 2011. We expect to incur a substantial amount of these expenditures within the next 30 years. We have not reduced these accruals for possible insurance recoveries. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.
Legal Proceedings
Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, are required.
Other Contingencies
We have contingent liabilities resulting from throughput agreements with pipeline and processing companies not associated with financing arrangements. Under these agreements, we may be required to provide any such company with additional funds through advances and penalties for fees related to throughput capacity not utilized. In addition, at March 31, 2012, we had performance obligations secured by letters of credit of $2,551 million (of which $26 million was issued under the provisions of our revolving credit facility, and the remainder was issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, services and items of permanent investment incident to the ordinary conduct of business.
12
In 2007, we announced we had been unable to reach agreement with respect to our migration to an empresa mixta structure mandated by the Venezuelan governments Nationalization Decree. As a result, Venezuelas national oil company, PDVSA, or its affiliates, directly assumed control over ConocoPhillips interests in the Petrozuata and Hamaca heavy oil ventures and the offshore Corocoro development project. In response to this expropriation, we filed a request for international arbitration on November 2, 2007, with the World Banks International Centre for Settlement of Investment Disputes (ICSID). An arbitration hearing was held before an ICSID tribunal during the summer of 2010, and we are currently awaiting an interim decision on key legal and factual issues. A different arbitration hearing was held in January 2012 with the International Chamber of Commerce on ConocoPhillips separate claims against PDVSA for certain breaches of their Association Agreements prior to the expropriation.
In 2008, Burlington Resources, Inc., a wholly owned subsidiary of ConocoPhillips, initiated arbitration before ICSID against The Republic of Ecuador, as a result of the newly enacted Windfall Profits Tax Law and government-mandated renegotiation of our production sharing contracts. Despite a restraining order issued by ICSID, Ecuador confiscated the crude oil production of Burlington and its co-venturer and sold the illegally seized crude oil. In 2009, Ecuador took over operations in Blocks 7 and 21, fully expropriating our assets. In June 2010, the ICSID tribunal concluded it has jurisdiction to hear the expropriation claim. An arbitration hearing on case merits occurred in March 2011, and we are awaiting a decision. On September 30, 2011, Ecuador filed a supplemental counterclaim asserting environmental damages, which we believe will not be material. The arbitration process is ongoing.
Note 14Financial Instruments and Derivative Contracts
Financial Instruments
We invest excess cash in financial instruments with maturities based on our cash forecasts for the various currency pools we manage. The maturities of these investments may from time to time extend beyond 90 days. The types of financial instruments in which we currently invest include:
| Time Deposits: Interest bearing deposits placed with approved financial institutions. |
| Commercial Paper: Unsecured promissory notes issued by a corporation, commercial bank, or government agency purchased at a discount, maturing at par. |
| Government or government agency obligations: Negotiable debt obligations issued by a government or government agency. |
13
These financial instruments appear in the Cash and cash equivalents line on our consolidated balance sheet if the maturities at the time we made the investments were 90 days or less; otherwise, these held-to-maturity investments are included in the Short-term investments line. We held the following financial instruments:
Millions of Dollars | ||||||||||||||||
Carrying Amount | ||||||||||||||||
Cash & Cash Equivalents | Short-Term Investments* | |||||||||||||||
March 31 2012 |
December 31 2011 |
March 31 2012 |
December 31 2011 |
|||||||||||||
|
|
|
|
|||||||||||||
Cash |
$ | 1,066 | 1,169 | | | |||||||||||
Time Deposits |
||||||||||||||||
Remaining maturities from 1 to 90 days |
2,209 | 4,318 | 101 | 349 | ||||||||||||
Remaining maturities from 91 to 180 days |
| | | | ||||||||||||
Commercial Paper |
||||||||||||||||
Remaining maturities from 1 to 90 days |
96 | 293 | 407 | 232 | ||||||||||||
Remaining maturities from 91 to 180 days |
| | | | ||||||||||||
Government Obligations |
||||||||||||||||
Remaining maturities from 1 to 90 days |
336 | | | | ||||||||||||
Remaining maturities from 91 to 180 days |
| | | | ||||||||||||
|
||||||||||||||||
$ | 3,707 | 5,780 | 508 | 581 | ||||||||||||
|
*Carrying value approximates fair value.
At March 31, 2012, we had $6,050 million of financial instruments designated as Restricted cash on our consolidated balance sheet, which represented the net funds received from a private bond offering by Phillips 66 issued in connection with its planned separation from ConocoPhillips, along with approximately $290 million of funds sufficient to pay a mandatory redemption price plus accrued interest to the note holders should the separation not occur. These amounts were deposited into two segregated escrow accounts for the benefit of the note holders and were restricted as to withdrawal and usage. At March 31, 2012, the funds in the escrow accounts were invested in U.S. Treasury Bills ($5,920 million) and U.S. Treasury Notes ($130 million), all with maturities within 30 days from March 31, 2012. For additional information, see Note 9Debt.
Derivative Instruments
We use financial and commodity-based derivative contracts to manage exposures to fluctuations in foreign currency exchange rates, commodity prices, and interest rates, or to capture market opportunities. Since we are not currently using cash flow hedge accounting, all gains and losses, realized or unrealized, from derivative contracts have been recognized in the consolidated income statement. Gains and losses from derivative contracts held for trading not directly related to our physical business, whether realized or unrealized, have been reported net in other income.
Purchase and sales contracts with fixed minimum notional volumes for commodities that are readily convertible to cash (e.g., crude oil, natural gas and gasoline) are recorded on the balance sheet as derivatives unless the contracts are eligible for and we elect the normal purchases and normal sales exception (i.e., contracts to purchase or sell quantities we expect to use or sell over a reasonable period in the normal course of business). We record most of our contracts to buy or sell natural gas and the majority of our contracts to sell power as derivatives, but we do apply the normal purchases and normal sales exception to certain long-term contracts to sell our natural gas production. We generally apply this normal purchases and normal sales exception to eligible crude oil and refined product commodity purchase and sales contracts; however, we may elect not to apply this exception (e.g., when another derivative instrument will be used to mitigate the risk of the purchase or sales contract but hedge accounting will not be applied, in which case both the purchase or sales contract and the derivative contract mitigating the resulting risk will be recorded on the balance sheet at fair value).
14
We value our exchange-traded derivatives using closing prices provided by the exchange as of the balance sheet date, and these are classified as Level 1 in the fair value hierarchy. Where exchange-provided prices are adjusted, non-exchange quotes are used, or when the instrument lacks sufficient liquidity, we generally classify those exchange-cleared contracts as Level 2. Over-the-counter (OTC) financial swaps and physical commodity forward purchase and sales contracts are generally valued using quotations provided by brokers and price index developers, such as Platts and Oil Price Information Service. These quotes are corroborated with market data and are classified as Level 2. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, OTC swaps and physical commodity purchase and sales contracts are valued using internally developed methodologies that consider historical relationships among various commodities that result in managements best estimate of fair value. These contracts are classified as Level 3. A contract that is initially classified as Level 3 due to absence or insufficient corroboration of broker quotes over a material portion of the contract will transfer to Level 2 when the portion of the trade having no quotes or insufficient corroboration becomes an insignificant portion of the contract. A contract would also transfer to Level 2 if we began using a corroborated broker quote that has become available. Conversely, if a corroborated broker quote ceases to be available or used by us, the contract would transfer from Level 2 to Level 3. There were no material transfers in or out of Level 1.
Financial OTC and physical commodity options are valued using industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and contractual prices for the underlying instruments, as well as other relevant economic measures. The degree to which these inputs are observable in the forward markets determines whether the options are classified as Level 2 or 3.
We use a mid-market pricing convention (the mid-point between bid and ask prices). When appropriate, valuations are adjusted to reflect credit considerations, generally based on available market evidence.
The fair value hierarchy for our derivative assets and liabilities accounted for at fair value on a recurring basis was:
Millions of Dollars | ||||||||||||||||||||||||||||||||
March 31, 2012 | December 31, 2011 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Commodity derivatives |
$ | 3,344 | 2,009 | 66 | 5,419 | 2,807 | 1,947 | 72 | 4,826 | |||||||||||||||||||||||
Interest rate derivatives |
| 27 | | 27 | | 31 | | 31 | ||||||||||||||||||||||||
Foreign currency exchange derivatives |
| 22 | | 22 | | 13 | | 13 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total assets |
3,344 | 2,058 | 66 | 5,468 | 2,807 | 1,991 | 72 | 4,870 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||||||||||
Commodity derivatives |
3,620 | 1,826 | 6 | 5,452 | 2,970 | 1,722 | 10 | 4,702 | ||||||||||||||||||||||||
Foreign currency exchange derivatives |
| 7 | | 7 | | 23 | | 23 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total liabilities |
3,620 | 1,833 | 6 | 5,459 | 2,970 | 1,745 | 10 | 4,725 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net assets (liabilities) |
$ | (276 | ) | 225 | 60 | 9 | (163 | ) | 246 | 62 | 145 | |||||||||||||||||||||
|
The derivative values above are based on analysis of each contract as the fundamental unit of account; therefore, derivative assets and liabilities with the same counterparty are not reflected net where the right of setoff exists. Gains or losses from contracts in one level may be offset by gains or losses on contracts in another level or by changes in values of physical contracts or positions that are not reflected in the table above.
As reflected in the table above, Level 3 activity was not material.
15
Commodity Derivative ContractsWe operate in the worldwide crude oil, bitumen, refined product, natural gas, LNG, natural gas liquids and electric power markets and are exposed to fluctuations in the prices for these commodities. These fluctuations can affect our revenues, as well as the cost of operating, investing and financing activities. Generally, our policy is to remain exposed to the market prices of commodities; however, we use futures, forwards, swaps and options in various markets to balance physical systems, meet customer needs, manage price exposures on specific transactions, and do a limited, immaterial amount of trading not directly related to our physical business. We also use the market knowledge gained from these activities to capture market opportunities such as moving physical commodities to more profitable locations, storing commodities to capture seasonal or time premiums, and blending commodities to capture quality upgrades. Derivatives may be used to optimize these activities which may move our risk profile away from market average prices.
The fair value of commodity derivative assets and liabilities and the line items where they appear on our consolidated balance sheet were:
Millions of Dollars | ||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Assets |
||||||||
Prepaid expenses and other current assets |
$ | 5,048 | 4,433 | |||||
Other assets |
399 | 415 | ||||||
Liabilities |
||||||||
Other accruals |
5,047 | 4,350 | ||||||
Other liabilities and deferred credits |
433 | 374 | ||||||
|
Hedge accounting has not been used for any item in the table. The amounts shown are presented gross (i.e., without netting assets and liabilities with the same counterparty where the right of setoff exists).
The gains (losses) from commodity derivatives incurred, and the line items where they appear on our consolidated income statement were:
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Sales and other operating revenues* |
$ | (726 | ) | (1,027 | ) | |||
Other income |
2 | (7 | ) | |||||
Purchased crude oil, natural gas and products* |
576 | 321 | ||||||
|
Hedge | accounting has not been used for any items in the table. |
* | 2011 has been restated to eliminate certain non-derivative transactions and realign certain derivative transactions between sales and purchases. |
16
The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts. These financial and physical derivative contracts are primarily used to manage price exposure on our underlying operations. The underlying exposures may be from non-derivative positions such as inventory volumes or firm natural gas transport contracts. Financial derivative contracts may also offset physical derivative contracts, such as forward sales contracts.
Open Position Long / (Short) |
||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Commodity |
||||||||
Crude oil, refined products and natural gas liquids (millions of barrels) |
(23 | ) | (13 | ) | ||||
Natural gas and power (billions of cubic feet equivalent) |
||||||||
Fixed price |
(20 | ) | (57 | ) | ||||
Basis |
50 | (25 | ) | |||||
|
Interest Rate Derivative ContractsDuring the second quarter of 2010, we executed interest rate swaps to synthetically convert $500 million of our 4.60% fixed-rate notes due in 2015 to a London Interbank Offered Rate (LIBOR)-based floating rate. These swaps qualify for and are designated as fair-value hedges using the short-cut method of hedge accounting. The short-cut method permits the assumption that changes in the value of the derivative perfectly offset changes in the value of the debt; therefore, no gain or loss has been recognized due to hedge ineffectiveness.
The adjustments to the fair values of the interest rate swaps and hedged debt have not been material.
Foreign Currency Exchange DerivativesWe have foreign currency exchange rate risk resulting from international operations. We do not comprehensively hedge the exposure to movements in currency exchange rates, although we may choose to selectively hedge certain foreign currency exchange rate exposures, such as firm commitments for capital projects or local currency tax payments, dividends, and cash returns from net investments in foreign affiliates to be remitted within the coming year.
The fair value of foreign currency exchange derivative assets and liabilities, and the line items where they appear on our consolidated balance sheet were:
Millions of Dollars | ||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Assets |
||||||||
Prepaid expenses and other current assets |
$ | 21 | 12 | |||||
Other assets |
1 | 1 | ||||||
Liabilities |
||||||||
Other accruals |
6 | 23 | ||||||
Other liabilities and deferred credits |
1 | | ||||||
|
Hedge | accounting has not been used for any item in the table. The amounts shown are presented gross. |
17
Gains and losses from foreign currency exchange derivatives, and the line item where they appear on our consolidated income statement were:
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Foreign exchange transaction (gains) losses |
$ | (66 | ) | 3 | ||||
|
Hedge | accounting has not been used for any item in the table. |
We had the following net notional position of outstanding foreign currency exchange derivatives:
In Millions Notional Currency(1) |
||||||||||||
March 31 2012 |
December 31 2011 |
|||||||||||
|
|
|||||||||||
Foreign Currency Exchange Derivatives |
||||||||||||
Sell U.S. dollar, buy other currencies(2) |
USD | 2,064 | 1,949 | |||||||||
Buy British pound, sell Canadian dollar |
GBP | 94 | | |||||||||
Buy euro, sell other currencies(3) |
EUR | 154 | | |||||||||
Sell euro, buy other currencies(4) |
EUR | | 61 | |||||||||
|
(1) Denominated in U.S. dollar, British pound and euro.
(2) Primarily euro, Canadian dollar, Norwegian krone and British pound.
(3) Primarily Canadian dollar and British pound.
(4) Primarily Canadian dollar and Norwegian krone.
Credit Risk
Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, OTC derivative contracts and trade receivables. Our cash equivalents and short-term investments are placed in high-quality commercial paper, money market funds, government debt securities and time deposits with major international banks and financial institutions.
The credit risk from our OTC derivative contracts, such as forwards and swaps, derives from the counterparty to the transaction. Individual counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins when appropriate, thereby reducing the risk of significant nonperformance. We also use futures, swaps and option contracts that have a negligible credit risk because these trades are cleared with an exchange clearinghouse and subject to mandatory margin requirements until settled; however, we are exposed to the credit risk of those exchange brokers for receivables arising from daily margin cash calls, as well as for cash deposited to meet initial margin requirements.
Our trade receivables result primarily from our petroleum operations and reflect a broad national and international customer base, which limits our exposure to concentrations of credit risk. The majority of these receivables have payment terms of 30 days or less, and we continually monitor this exposure and the creditworthiness of the counterparties. We do not generally require collateral to limit the exposure to loss; however, we will sometimes use letters of credit, prepayments, and master netting arrangements to mitigate credit risk with counterparties that both buy from and sell to us, as these agreements permit the amounts owed by us or owed to others to be offset against amounts due us.
18
Certain of our derivative instruments contain provisions that require us to post collateral if the derivative exposure exceeds a threshold amount. We have contracts with fixed threshold amounts and other contracts with variable threshold amounts that are contingent on our credit rating. The variable threshold amounts typically decline for lower credit ratings, while both the variable and fixed threshold amounts typically revert to zero if we fall below investment grade. Cash is the primary collateral in all contracts; however, many also permit us to post letters of credit as collateral.
The aggregate fair value of all derivative instruments with such credit-risk-related contingent features that were in a liability position on March 31, 2012, and December 31, 2011, was $249 million and $237 million, respectively, for which collateral of $4 million and $3 million, respectively, was posted. If our credit rating were lowered one level from its A rating (per Standard and Poors) on March 31, 2012, we would be required to post no additional collateral to our counterparties. If we were downgraded below investment grade, we would be required to post $245 million of additional collateral, either with cash or letters of credit.
Fair Values of Financial Instruments
We used the following methods and assumptions to estimate the fair value of financial instruments:
| Cash, cash equivalents, restricted cash and short-term investments: The carrying amount reported on the balance sheet approximates fair value. |
| Accounts and notes receivable: The carrying amount reported on the balance sheet approximates fair value. |
| Debt: The carrying amount of our floating-rate debt approximates fair value. The fair value of the fixed-rate debt is estimated based on quoted market prices as a Level 2 fair value. |
| Fixed-rate 5.3 percent joint venture acquisition obligation: Fair value is estimated based on the net present value of the future cash flows as a Level 2 fair value, discounted at March 31, 2012, and December 31, 2011, effective yield rates of 0.97 percent and 1.24 percent, respectively, based on yields of U.S. Treasury securities of similar average duration adjusted for our average credit risk spread and the amortizing nature of the obligation principal. See Note 10Joint Venture Acquisition Obligation, for additional information. |
| Commodity swaps: Fair value is estimated based on forward market prices and approximates the exit price at period end. When forward market prices are not available, fair value is estimated using the forward prices of a similar commodity with adjustments for differences in quality or location. |
| Futures: Fair values are based on quoted market prices obtained from the New York Mercantile Exchange, the IntercontinentalExchange (ICE) Futures, or other traded exchanges. |
| Interest rate swap contracts: Fair value is estimated based on a pricing model and market observable interest rate swap curves obtained from a third-party market data provider. |
| Forward-exchange contracts: Fair values are estimated by comparing the contract rate to the forward rates in effect at the end of the respective reporting periods, and approximate the exit prices at those dates. |
19
Our commodity derivative and financial instruments were:
Millions of Dollars | ||||||||||||||||
Carrying Amount | Fair Value | |||||||||||||||
March 31 2012 |
December 31 2011 |
March 31 2012 |
December 31 2011 |
|||||||||||||
|
|
|
|
|||||||||||||
Financial Assets |
||||||||||||||||
Foreign currency exchange derivatives |
$ | 22 | 13 | 22 | 13 | |||||||||||
Interest rate derivatives |
27 | 31 | 27 | 31 | ||||||||||||
Commodity derivatives |
781 | 814 | 781 | 814 | ||||||||||||
Financial Liabilities |
||||||||||||||||
Total debt, excluding capital leases |
28,331 | 22,592 | 32,496 | 27,065 | ||||||||||||
Joint venture acquisition obligation |
4,135 | 4,314 | 4,627 | 4,820 | ||||||||||||
Foreign currency exchange derivatives |
7 | 23 | 7 | 23 | ||||||||||||
Commodity derivatives |
444 | 446 | 444 | 446 | ||||||||||||
|
The amounts shown for derivatives in the preceding table are presented net (i.e., assets and liabilities with the same counterparty are netted where the right of setoff and intent to net exist). In addition, the March 31, 2012, commodity derivative assets and liabilities appear net of $21 million of obligations to return cash collateral and $391 million of rights to reclaim cash collateral, respectively. The December 31, 2011, commodity derivative assets and liabilities appear net of no obligations to return cash collateral and $244 million of rights to reclaim cash collateral. No collateral was deposited or held for the foreign currency derivatives or interest rate derivatives.
Note 15Accumulated Other Comprehensive Income
Accumulated other comprehensive income in the equity section of the balance sheet included:
Millions of Dollars | ||||||||||||||||||||
Defined Benefit Plans |
Net Unrealized Gain on Securities |
Foreign Currency Translation |
Hedging | Accumulated Other Comprehensive Income |
||||||||||||||||
|
|
|||||||||||||||||||
December 31, 2011 |
$ | (1,971 | ) | | 5,063 | (6 | ) | 3,086 | ||||||||||||
Other comprehensive income |
51 | | 834 | 1 | 886 | |||||||||||||||
|
||||||||||||||||||||
March 31, 2012 |
$ | (1,920 | ) | | 5,897 | (5 | ) | 3,972 | ||||||||||||
|
20
Note 16Cash Flow Information
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Cash Payments |
||||||||
Interest |
$ | 291 | 286 | |||||
Income taxes |
1,462 | 2,722 | ||||||
|
||||||||
Net Sales (Purchases) of Short-Term Investments |
||||||||
Short-term investments purchased |
$ | (497 | ) | (2,101 | ) | |||
Short-term investments sold |
589 | 931 | ||||||
|
||||||||
$ | 92 | (1,170 | ) | |||||
|
Note 17Employee Benefit Plans
Pension and Postretirement Plans
Millions of Dollars | ||||||||||||||||||||||||
Pension Benefits | Other Benefits | |||||||||||||||||||||||
March 31 | March 31 | |||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
Three Months Ended | U.S. | Intl. | U.S. | Intl. | ||||||||||||||||||||
Components of Net Periodic Benefit Cost |
||||||||||||||||||||||||
Service cost |
$ | 58 | 28 | 64 | 24 | 2 | 3 | |||||||||||||||||
Interest cost |
63 | 43 | 62 | 44 | 10 | 10 | ||||||||||||||||||
Expected return on plan assets |
(74 | ) | (43 | ) | (70 | ) | (43 | ) | | | ||||||||||||||
Amortization of prior service cost (credit) |
2 | (2 | ) | 2 | | (1 | ) | (2 | ) | |||||||||||||||
Recognized net actuarial loss (gain) |
59 | 18 | 41 | 11 | (1 | ) | (1 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
Net periodic benefit cost |
$ | 108 | 44 | 99 | 36 | 10 | 10 | |||||||||||||||||
|
During the first three months of 2012, we contributed $114 million to our domestic benefit plans and $56 million to our international benefit plans.
21
Note 18Related Party Transactions
Significant transactions with related parties were:
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Operating revenues and other income (a) |
$ | 1,991 | 1,816 | |||||
Purchases (b) |
5,088 | 4,354 | ||||||
Operating expenses and selling, general and administrative expenses (c) |
67 | 105 | ||||||
Net interest expense (d) |
14 | 19 | ||||||
|
(a) | We sold natural gas to DCP Midstream, LLC and crude oil to the Malaysian Refining Company Sdn. Bhd. (MRC), among others, for processing and marketing. Natural gas liquids, solvents and petrochemical feedstocks were sold to Chevron Phillips Chemical Company LLC (CPChem), and gas oil and hydrogen feedstocks were sold to Excel Paralubes. Natural gas, crude oil, blendstock and other intermediate products were sold to WRB Refining LP. In addition, we charged several of our affiliates, including CPChem and MSLP, for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities. |
(b) | We purchased refined products from WRB. We purchased natural gas and natural gas liquids from DCP Midstream and CPChem for use in our refinery processes and other feedstocks from various affiliates. We purchased refined products from MRC. We also paid fees to various pipeline equity companies for transporting finished refined products and natural gas, as well as a price upgrade to MSLP for heavy crude processing. We purchased base oils and fuel products from Excel Paralubes for use in our refinery and specialty businesses. |
(c) | We paid processing fees to various affiliates. Additionally, we paid transportation fees to pipeline equity companies. |
(d) | We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 5Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies. |
22
Note 19Segment Disclosures and Related Information
We have organized our reporting structure based on the grouping of similar products and services, resulting in six operating segments:
1) | E&PThis segment primarily explores for, produces, transports and markets crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. |
2) | MidstreamThis segment gathers, processes and markets natural gas produced by ConocoPhillips and others, and fractionates and markets natural gas liquids, predominantly in the United States and Trinidad. The Midstream segment primarily consists of our 50 percent equity investment in DCP Midstream. |
3) | R&MThis segment purchases, refines, markets and transports crude oil and petroleum products, mainly in the United States, Europe and Asia. |
4) | LUKOIL InvestmentThis segment represents our prior investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We completed the divestiture of our entire interest in LUKOIL in the first quarter of 2011. |
5) | ChemicalsThis segment manufactures and markets petrochemicals and plastics on a worldwide basis. The Chemicals segment consists of our 50 percent equity investment in CPChem. |
6) | Emerging BusinessesThis segment represents our investment in new technologies or businesses outside our normal scope of operations. |
Corporate and Other includes general corporate overhead, most interest expense and various other corporate activities. Corporate assets include all cash and cash equivalents, short-term investments and restricted cash.
We evaluate performance and allocate resources based on net income attributable to ConocoPhillips. Intersegment sales are at prices that approximate market.
23
Analysis of Results by Operating Segment
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Sales and Other Operating Revenues |
||||||||
E&P |
||||||||
United States |
$ | 7,514 | 7,755 | |||||
International |
7,221 | 7,920 | ||||||
Intersegment eliminationsU.S. |
(2,028 | ) | (1,688 | ) | ||||
Intersegment eliminationsinternational |
(2,192 | ) | (2,067 | ) | ||||
|
||||||||
E&P |
10,515 | 11,920 | ||||||
|
||||||||
Midstream |
||||||||
Total sales |
2,027 | 2,328 | ||||||
Intersegment eliminations |
(114 | ) | (156 | ) | ||||
|
||||||||
Midstream |
1,913 | 2,172 | ||||||
|
||||||||
R&M |
||||||||
United States |
29,445 | 29,953 | ||||||
International |
14,468 | 12,744 | ||||||
Intersegment eliminationsU.S. |
(231 | ) | (265 | ) | ||||
Intersegment eliminationsinternational |
(13 | ) | (13 | ) | ||||
|
||||||||
R&M |
43,669 | 42,419 | ||||||
|
||||||||
LUKOIL Investment |
| | ||||||
Chemicals |
3 | 3 | ||||||
|
||||||||
Emerging Businesses |
||||||||
Total sales |
208 | 156 | ||||||
Intersegment eliminations |
(182 | ) | (145 | ) | ||||
|
||||||||
Emerging Businesses |
26 | 11 | ||||||
|
||||||||
Corporate and Other |
6 | 5 | ||||||
|
||||||||
Consolidated sales and other operating revenues |
$ | 56,132 | 56,530 | |||||
|
||||||||
Net Income Attributable to ConocoPhillips |
||||||||
E&P |
||||||||
United States |
$ | 870 | 863 | |||||
International |
1,678 | 1,489 | ||||||
|
||||||||
Total E&P |
2,548 | 2,352 | ||||||
|
||||||||
Midstream |
93 | 73 | ||||||
|
||||||||
R&M |
||||||||
United States |
415 | 402 | ||||||
International |
37 | 80 | ||||||
|
||||||||
Total R&M |
452 | 482 | ||||||
|
||||||||
LUKOIL Investment |
| 239 | ||||||
Chemicals |
218 | 193 | ||||||
Emerging Businesses |
(14 | ) | (7 | ) | ||||
Corporate and Other |
(360 | ) | (304 | ) | ||||
|
||||||||
Net income attributable to ConocoPhillips |
$ | 2,937 | 3,028 | |||||
|
24
Millions of Dollars | ||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Total Assets |
||||||||
E&P |
||||||||
United States |
$ | 37,505 | 37,150 | |||||
International |
66,854 | 64,752 | ||||||
|
||||||||
Total E&P |
104,359 | 101,902 | ||||||
|
||||||||
Midstream |
1,981 | 2,338 | ||||||
|
||||||||
R&M |
||||||||
United States |
26,073 | 24,976 | ||||||
International |
10,600 | 8,061 | ||||||
Goodwill |
3,330 | 3,332 | ||||||
|
||||||||
Total R&M |
40,003 | 36,369 | ||||||
|
||||||||
LUKOIL Investment |
| | ||||||
Chemicals |
3,312 | 2,999 | ||||||
Emerging Businesses |
1,033 | 974 | ||||||
Corporate and Other |
12,193 | 8,648 | ||||||
|
||||||||
Consolidated total assets |
$ | 162,881 | 153,230 | |||||
|
Note 20Income Taxes
Our effective tax rates for the first quarter of 2012 and 2011 were 46 percent and 48 percent, respectively. The change in the effective tax rate for the first quarter of 2012, versus the same period of 2011, was due to asset dispositions in 2012, offset in part by a higher proportion of income in higher tax rate jurisdictions and asset impairments in 2012. The effective tax rate in excess of the domestic federal statutory rate of 35 percent was primarily due to foreign taxes.
Note 21Planned Separation of Downstream Businesses
On April 4, 2012, our Board of Directors approved the separation of our downstream businesses into a stand-alone, publicly traded corporation via a tax-free distribution. The new downstream company, Phillips 66, will be headquartered in Houston, Texas, and will include our refining, marketing and transportation businesses, most of our Midstream segment, our Chemicals segment, as well as our power generation and certain technology operations included in our Emerging Businesses segment.
In accordance with a separation and distribution agreement, the two companies will be separated through a stock dividend distribution after the market closes on April 30, 2012. Each ConocoPhillips shareholder will receive one share of Phillips 66 stock for every two shares of ConocoPhillips stock held at the close of business on the record date of April 16, 2012. Fractional shares of Phillips 66 common stock will not be distributed, and any fractional shares of Phillips 66 common stock otherwise issuable to a ConocoPhillips shareholder will be sold in the open market on such shareholders behalf, and such shareholder will receive cash payment with respect to that fractional share.
25
In conjunction with the separation, we received a private letter ruling from the Internal Revenue Service to the effect that, based on certain facts, assumptions, representations and undertakings set forth in the ruling, for U.S. federal income tax purposes, the distribution of Phillips 66 stock is not taxable to ConocoPhillips or U.S. holders of ConocoPhillips common stock, except in respect of cash received in lieu of fractional share interests. Following the separation, ConocoPhillips will retain no ownership interest in Phillips 66, and each company will have separate public ownership, boards of directors and management. A registration statement on Form 10, as amended through the time of its effectiveness and describing the separation, was filed by Phillips 66 with the U.S. Securities and Exchange Commission and was declared effective on April 12, 2012. On May 1, 2012, Phillips 66 stock will begin trading the regular-way on the New York Stock Exchange under the PSX stock symbol.
Note 22Subsequent Events
In late April, we and China National Offshore Oil Corp. (CNOOC) reached agreement with Chinas State Oceanic Administration (SOA) to resolve outstanding claims related to the 2011 seepage incidents. Under the terms of the agreement, we agreed to pay $173 million to the SOA over the next two years. We also agreed to contribute $18 million by December 2014 toward social projects benefiting Bohai Bay. As a result of this agreement, we expect to reflect an $89 million after-tax charge in our second quarter 2012 earnings.
26
Supplementary InformationCondensed Consolidating Financial Information
We have various cross guarantees among ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to publicly held debt securities. ConocoPhillips Company is 100 percent owned by ConocoPhillips. ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I and ConocoPhillips Canada Funding Company II are indirect, 100 percent owned subsidiaries of ConocoPhillips Company. ConocoPhillips and ConocoPhillips Company have fully and unconditionally guaranteed the payment obligations of ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II, with respect to their publicly held debt securities. Similarly, ConocoPhillips has fully and unconditionally guaranteed the payment obligations of ConocoPhillips Company with respect to its publicly held debt securities. In addition, ConocoPhillips Company has fully and unconditionally guaranteed the payment obligations of ConocoPhillips with respect to its publicly held debt securities. All guarantees are joint and several. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:
| ConocoPhillips, ConocoPhillips Company, ConocoPhillips Australia Funding Company, ConocoPhillips Canada Funding Company I, and ConocoPhillips Canada Funding Company II (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting). |
| All other nonguarantor subsidiaries of ConocoPhillips. |
| The consolidating adjustments necessary to present ConocoPhillips results on a consolidated basis. |
This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes.
27
Millions of Dollars | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2012 | ||||||||||||||||||||||||||||||||
Income Statement | ConocoPhillips | ConocoPhillips Company |
ConocoPhillips Australia Funding Company |
ConocoPhillips Canada Funding Company I |
ConocoPhillips Canada Funding Company II |
All Other Subsidiaries |
Consolidating Adjustments |
Total Consolidated |
||||||||||||||||||||||||
Revenues and Other Income |
||||||||||||||||||||||||||||||||
Sales and other operating revenues |
$ | | 33,652 | | | | 22,480 | | 56,132 | |||||||||||||||||||||||
Equity in earnings of affiliates |
3,290 | 3,984 | | | | 686 | (6,740 | ) | 1,220 | |||||||||||||||||||||||
Gain on dispositions |
| 1 | | | | 941 | | 942 | ||||||||||||||||||||||||
Other income |
1 | 42 | | | | 17 | | 60 | ||||||||||||||||||||||||
Intercompany revenues |
1 | 872 | 11 | 22 | 8 | 8,934 | (9,848 | ) | | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Revenues and Other Income |
3,292 | 38,551 | 11 | 22 | 8 | 33,058 | (16,588 | ) | 58,354 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Costs and Expenses |
||||||||||||||||||||||||||||||||
Purchased crude oil, natural gas and products |
| 31,367 | | | | 19,800 | (9,278 | ) | 41,889 | |||||||||||||||||||||||
Production and operating expenses |
| 1,166 | | | | 1,603 | (73 | ) | 2,696 | |||||||||||||||||||||||
Selling, general and administrative expenses |
5 | 485 | | | | 166 | 29 | 685 | ||||||||||||||||||||||||
Exploration expenses |
| 89 | | | | 590 | | 679 | ||||||||||||||||||||||||
Depreciation, depletion and amortization |
| 360 | | | | 1,478 | | 1,838 | ||||||||||||||||||||||||
Impairments |
| 2 | | | | 257 | | 259 | ||||||||||||||||||||||||
Taxes other than income taxes |
| 1,363 | | | | 3,158 | | 4,521 | ||||||||||||||||||||||||
Accretion on discounted liabilities |
| 18 | | | | 96 | | 114 | ||||||||||||||||||||||||
Interest and debt expense |
540 | 82 | 10 | 19 | 8 | 76 | (526 | ) | 209 | |||||||||||||||||||||||
Foreign currency transaction (gains) losses |
| (28 | ) | | 11 | 16 | (10 | ) | | (11 | ) | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Costs and Expenses |
545 | 34,904 | 10 | 30 | 24 | 27,214 | (9,848 | ) | 52,879 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Income (loss) before income taxes |
2,747 | 3,647 | 1 | (8 | ) | (16 | ) | 5,844 | (6,740 | ) | 5,475 | |||||||||||||||||||||
Provision for income taxes |
(190 | ) | 357 | | 6 | (1 | ) | 2,348 | | 2,520 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net income (loss) |
2,937 | 3,290 | 1 | (14 | ) | (15 | ) | 3,496 | (6,740 | ) | 2,955 | |||||||||||||||||||||
Less: net income attributable to noncontrolling interests |
| | | | | (18 | ) | | (18 | ) | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to ConocoPhillips |
$ | 2,937 | 3,290 | 1 | (14 | ) | (15 | ) | 3,478 | (6,740 | ) | 2,937 | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Comprehensive Income Attributable to ConocoPhillips |
$ | 2,937 | 3,371 | 1 | 19 | (2 | ) | 4,237 | (6,740 | ) | 3,823 | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Income Statement | Three Months Ended March 31, 2011 | |||||||||||||||||||||||||||||||
Revenues and Other Income |
||||||||||||||||||||||||||||||||
Sales and other operating revenues |
$ | | 35,729 | | | | 20,801 | | 56,530 | |||||||||||||||||||||||
Equity in earnings of affiliates |
3,235 | 3,439 | | | | 543 | (6,200 | ) | 1,017 | |||||||||||||||||||||||
Gain on dispositions |
| 268 | | | | 348 | | 616 | ||||||||||||||||||||||||
Other income |
| 53 | | | | 31 | | 84 | ||||||||||||||||||||||||
Intercompany revenues |
1 | 903 | 11 | 23 | 9 | 8,643 | (9,590 | ) | | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Revenues and Other Income |
3,236 | 40,392 | 11 | 23 | 9 | 30,366 | (15,790 | ) | 58,247 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Costs and Expenses |
||||||||||||||||||||||||||||||||
Purchased crude oil, natural gas and products |
| 33,441 | | | | 18,144 | (9,209 | ) | 42,376 | |||||||||||||||||||||||
Production and operating expenses |
| 1,152 | | | | 1,566 | (90 | ) | 2,628 | |||||||||||||||||||||||
Selling, general and administrative expenses |
5 | 318 | | | | 160 | 16 | 499 | ||||||||||||||||||||||||
Exploration expenses |
| 50 | | | | 126 | | 176 | ||||||||||||||||||||||||
Depreciation, depletion and amortization |
| 387 | | | | 1,683 | | 2,070 | ||||||||||||||||||||||||
Taxes other than income taxes |
| 1,248 | | | | 3,116 | | 4,364 | ||||||||||||||||||||||||
Accretion on discounted liabilities |
| 17 | | | | 95 | | 112 | ||||||||||||||||||||||||
Interest and debt expense |
315 | 107 | 10 | 19 | 8 | 110 | (307 | ) | 262 | |||||||||||||||||||||||
Foreign currency transaction (gains) losses |
| (17 | ) | | 37 | (3 | ) | (53 | ) | | (36 | ) | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Costs and Expenses |
320 | 36,703 | 10 | 56 | 5 | 24,947 | (9,590 | ) | 52,451 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Income (loss) before income taxes |
2,916 | 3,689 | 1 | (33 | ) | 4 | 5,419 | (6,200 | ) | 5,796 | ||||||||||||||||||||||
Provision for income taxes |
(112 | ) | 454 | | 1 | 10 | 2,401 | | 2,754 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net income (loss) |
3,028 | 3,235 | 1 | (34 | ) | (6 | ) | 3,018 | (6,200 | ) | 3,042 | |||||||||||||||||||||
Less: net income attributable to noncontrolling interests |
| | | | | (14 | ) | | (14 | ) | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to ConocoPhillips |
$ | 3,028 | 3,235 | 1 | (34 | ) | (6 | ) | 3,004 | (6,200 | ) | 3,028 | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Comprehensive Income Attributable to ConocoPhillips |
$ | 3,028 | 3,294 | 1 | 5 | 10 | 3,664 | (6,200 | ) | 3,802 | ||||||||||||||||||||||
|
28
Millions of Dollars | ||||||||||||||||||||||||||||||||
March 31, 2012 | ||||||||||||||||||||||||||||||||
Balance Sheet | ConocoPhillips | ConocoPhillips Company |
ConocoPhillips Australia Funding Company |
ConocoPhillips Canada Funding Company I |
ConocoPhillips Canada Funding Company II |
All Other Subsidiaries |
Consolidating Adjustments |
Total Consolidated |
||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | | 169 | 1 | 37 | 1 | 3,499 | | 3,707 | |||||||||||||||||||||||
Short-term investments |
| | | | | 508 | | 508 | ||||||||||||||||||||||||
Restricted cash |
| | | | | 6,050 | | 6,050 | ||||||||||||||||||||||||
Accounts and notes receivable |
64 | 7,478 | | | | 16,738 | (6,797 | ) | 17,483 | |||||||||||||||||||||||
Inventories |
| 2,659 | | | | 3,413 | | 6,072 | ||||||||||||||||||||||||
Prepaid expenses and other current assets |
20 | 1,026 | | 1 | | 2,199 | | 3,246 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Current Assets |
84 | 11,332 | 1 | 38 | 1 | 32,407 | (6,797 | ) | 37,066 | |||||||||||||||||||||||
Investments, loans and long-term receivables* |
100,748 | 138,137 | 771 | 1,473 | 586 | 63,602 | (270,128 | ) | 35,189 | |||||||||||||||||||||||
Net properties, plants and equipment |
| 19,825 | | | | 65,734 | | 85,559 | ||||||||||||||||||||||||
Goodwill |
| 3,330 | | | | | | 3,330 | ||||||||||||||||||||||||
Intangibles |
| 721 | | | | 21 | | 742 | ||||||||||||||||||||||||
Other assets |
58 | 299 | | 2 | 4 | 632 | | 995 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Assets |
$ | 100,890 | 173,644 | 772 | 1,513 | 591 | 162,396 | (276,925 | ) | 162,881 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Liabilities and Stockholders Equity |
||||||||||||||||||||||||||||||||
Accounts payable |
$ | | 12,333 | 1 | 3 | 1 | 16,009 | (6,797 | ) | 21,550 | ||||||||||||||||||||||
Short-term debt |
891 | 207 | | | | 5,904 | | 7,002 | ||||||||||||||||||||||||
Accrued income and other taxes |
| 559 | | 3 | | 4,189 | | 4,751 | ||||||||||||||||||||||||
Employee benefit obligations |
| 542 | | | | 158 | | 700 | ||||||||||||||||||||||||
Other accruals |
154 | 539 | 19 | 32 | 14 | 1,669 | | 2,427 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Current Liabilities |
1,045 | 14,180 | 20 | 38 | 15 | 27,929 | (6,797 | ) | 36,430 | |||||||||||||||||||||||
Long-term debt |
10,952 | 3,397 | 750 | 1,250 | 499 | 4,510 | | 21,358 | ||||||||||||||||||||||||
Asset retirement obligations and accrued environmental costs |
| 1,755 | | | | 7,318 | | 9,073 | ||||||||||||||||||||||||
Joint venture acquisition obligation |
| | | | | 3,393 | | 3,393 | ||||||||||||||||||||||||
Deferred income taxes |
(5 | ) | 4,112 | | 16 | 8 | 14,578 | | 18,709 | |||||||||||||||||||||||
Employee benefit obligations |
| 3,048 | | | | 985 | | 4,033 | ||||||||||||||||||||||||
Other liabilities and deferred credits* |
29,235 | 42,346 | | 116 | 46 | 18,299 | (87,200 | ) | 2,842 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Liabilities |
41,227 | 68,838 | 770 | 1,420 | 568 | 77,012 | (93,997 | ) | 95,838 | |||||||||||||||||||||||
Retained earnings |
44,787 | 38,355 | 1 | (85 | ) | (72 | ) | 30,985 | (62,685 | ) | 51,286 | |||||||||||||||||||||
Other common stockholders equity |
14,876 | 66,451 | 1 | 178 | 95 | 53,890 | (120,243 | ) | 15,248 | |||||||||||||||||||||||
Noncontrolling interests |
| | | | | 509 | | 509 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 100,890 | 173,644 | 772 | 1,513 | 591 | 162,396 | (276,925 | ) | 162,881 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Balance Sheet | December 31, 2011 | |||||||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | | 2,028 | 1 | 37 | 1 | 3,713 | | 5,780 | |||||||||||||||||||||||
Short-term investments |
| | | | | 581 | | 581 | ||||||||||||||||||||||||
Accounts and notes receivable |
60 | 9,186 | | | | 20,898 | (13,618 | ) | 16,526 | |||||||||||||||||||||||
Inventories |
| 2,239 | | | | 2,392 | | 4,631 | ||||||||||||||||||||||||
Prepaid expenses and other current assets |
22 | 1,090 | | 1 | | 1,587 | | 2,700 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Current Assets |
82 | 14,543 | 1 | 38 | 1 | 29,171 | (13,618 | ) | 30,218 | |||||||||||||||||||||||
Investments, loans and long-term receivables* |
96,269 | 135,603 | 760 | 1,417 | 565 | 59,651 | (260,482 | ) | 33,783 | |||||||||||||||||||||||
Net properties, plants and equipment |
| 19,595 | | | | 64,585 | | 84,180 | ||||||||||||||||||||||||
Goodwill |
| 3,332 | | | | | | 3,332 | ||||||||||||||||||||||||
Intangibles |
| 722 | | | | 23 | | 745 | ||||||||||||||||||||||||
Other assets |
64 | 301 | | 2 | 3 | 602 | | 972 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Assets |
$ | 96,415 | 174,096 | 761 | 1,457 | 569 | 154,032 | (274,100 | ) | 153,230 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Liabilities and Stockholders Equity |
||||||||||||||||||||||||||||||||
Accounts payable |
$ | 10 | 18,747 | | 1 | 1 | 14,512 | (13,618 | ) | 19,653 | ||||||||||||||||||||||
Short-term debt |
892 | 27 | | | | 94 | | 1,013 | ||||||||||||||||||||||||
Accrued income and other taxes |
| 315 | | 2 | | 3,903 | | 4,220 | ||||||||||||||||||||||||
Employee benefit obligations |
| 835 | | | | 276 | | 1,111 | ||||||||||||||||||||||||
Other accruals |
244 | 634 | 9 | 14 | 6 | 1,164 | | 2,071 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Current Liabilities |
1,146 | 20,558 | 9 | 17 | 7 | 19,949 | (13,618 | ) | 28,068 | |||||||||||||||||||||||
Long-term debt |
10,951 | 3,599 | 749 | 1,250 | 498 | 4,563 | | 21,610 | ||||||||||||||||||||||||
Asset retirement obligations and accrued environmental costs |
| 1,766 | | | | 7,563 | | 9,329 | ||||||||||||||||||||||||
Joint venture acquisition obligation |
| | | | | 3,582 | | 3,582 | ||||||||||||||||||||||||
Deferred income taxes |
(5 | ) | 3,982 | | 11 | 9 | 14,058 | | 18,055 | |||||||||||||||||||||||
Employee benefit obligations |
| 3,092 | | | | 976 | | 4,068 | ||||||||||||||||||||||||
Other liabilities and deferred credits* |
25,959 | 40,479 | | 104 | 29 | 20,047 | (83,834 | ) | 2,784 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Liabilities |
38,051 | 73,476 | 758 | 1,382 | 543 | 70,738 | (97,452 | ) | 87,496 | |||||||||||||||||||||||
Retained earnings |
42,694 | 35,065 | 1 | (70 | ) | (55 | ) | 29,928 | (58,369 | ) | 49,194 | |||||||||||||||||||||
Other common stockholders equity |
15,670 | 65,555 | 2 | 145 | 81 | 52,856 | (118,279 | ) | 16,030 | |||||||||||||||||||||||
Noncontrolling interests |
| | | | | 510 | | 510 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 96,415 | 174,096 | 761 | 1,457 | 569 | 154,032 | (274,100 | ) | 153,230 | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
*Includes intercompany loans. |
29
Millions of Dollars | ||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2012 | ||||||||||||||||||||||||||||||||
Statement of Cash Flows | ConocoPhillips | ConocoPhillips Company |
ConocoPhillips Australia Funding Company |
ConocoPhillips Canada Funding Company I |
ConocoPhillips Canada Funding Company II |
All Other Subsidiaries |
Consolidating Adjustments |
Total Consolidated |
||||||||||||||||||||||||
Cash Flows From Operating Activities |
||||||||||||||||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities |
$ | 2,708 | 3,904 | | (1 | ) | | (8 | ) | (2,421 | ) | 4,182 | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash Flows From Investing Activities |
||||||||||||||||||||||||||||||||
Capital expenditures and investments |
| (633 | ) | | | | (3,627 | ) | | (4,260 | ) | |||||||||||||||||||||
Proceeds from asset dispositions |
| | | | | 1,109 | | 1,109 | ||||||||||||||||||||||||
Net purchases of short-term investments |
| | | | | 92 | | 92 | ||||||||||||||||||||||||
Long-term advances/loansrelated parties |
| (2 | ) | | | | | 6 | 4 | |||||||||||||||||||||||
Collection of advances/loansrelated parties |
| 92 | | | | 5,228 | (5,282 | ) | 38 | |||||||||||||||||||||||
Other |
| | | | | 7 | | 7 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Cash Provided by (Used in) Investing Activities |
| (543 | ) | | | | 2,809 | (5,276 | ) | (3,010 | ) | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash Flows From Financing Activities |
||||||||||||||||||||||||||||||||
Issuance of debt |
| | | | | 5,800 | (6 | ) | 5,794 | |||||||||||||||||||||||
Repayment of debt |
| (5,220 | ) | | | | (116 | ) | 5,282 | (54 | ) | |||||||||||||||||||||
Change in restricted cash |
| | | | | (6,050 | ) | | (6,050 | ) | ||||||||||||||||||||||
Issuance of company common stock |
36 | | | | | | | 36 | ||||||||||||||||||||||||
Repurchase of company common stock |
(1,899 | ) | | | | | | | (1,899 | ) | ||||||||||||||||||||||
Dividends paid on common stock |
(843 | ) | | | | | (2,421 | ) | 2,421 | (843 | ) | |||||||||||||||||||||
Other |
(2 | ) | | | | | (252 | ) | | (254 | ) | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Cash Used in Financing Activities |
(2,708 | ) | (5,220 | ) | | | | (3,039 | ) | 7,697 | (3,270 | ) | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
| | | | | 25 | | 25 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Change in Cash and Cash Equivalents |
| (1,859 | ) | | (1 | ) | | (213 | ) | | (2,073 | ) | ||||||||||||||||||||
Cash and cash equivalents at beginning of period |
| 2,028 | 1 | 38 | 1 | 3,712 | | 5,780 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash and Cash Equivalents at End of Period |
$ | | 169 | 1 | 37 | 1 | 3,499 | | 3,707 | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Statement of Cash Flows | Three Months Ended March 31, 2011 | |||||||||||||||||||||||||||||||
Cash Flows From Operating Activities |
||||||||||||||||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities |
$ | 2,506 | (1,974 | ) | | (1 | ) | (7 | ) | 1,711 | (288 | ) | 1,947 | |||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash Flows From Investing Activities |
||||||||||||||||||||||||||||||||
Capital expenditures and investments |
| (426 | ) | | | | (2,458 | ) | | (2,884 | ) | |||||||||||||||||||||
Proceeds from asset dispositions |
| 329 | | | | 1,458 | | 1,787 | ||||||||||||||||||||||||
Net purchases of short-term investments |
| | | | | (1,170 | ) | | (1,170 | ) | ||||||||||||||||||||||
Long-term advances/loansrelated parties |
| 2 | | (4 | ) | | (2,077 | ) | 2,083 | 4 | ||||||||||||||||||||||
Collection of advances/loansrelated parties |
| 104 | | | | 29 | (93 | ) | 40 | |||||||||||||||||||||||
Other |
| | | | | 12 | | 12 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Cash Provided by (Used in) Investing Activities |
| 9 | | (4 | ) | | (4,206 | ) | 1,990 | (2,211 | ) | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash Flows From Financing Activities |
||||||||||||||||||||||||||||||||
Issuance of debt |
| 2,073 | | | 4 | 6 | (2,083 | ) | | |||||||||||||||||||||||
Repayment of debt |
| (343 | ) | | | | (123 | ) | 93 | (373 | ) | |||||||||||||||||||||
Issuance of company common stock |
75 | | | | | | | 75 | ||||||||||||||||||||||||
Repurchase of company common stock |
(1,636 | ) | | | | | | | (1,636 | ) | ||||||||||||||||||||||
Dividends paid on common stock |
(944 | ) | | | | | (288 | ) | 288 | (944 | ) | |||||||||||||||||||||
Other |
(1 | ) | | | | | (182 | ) | | (183 | ) | |||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Cash Provided by (Used in) Financing Activities |
(2,506 | ) | 1,730 | | | 4 | (587 | ) | (1,702 | ) | (3,061 | ) | ||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
| | | | | 43 | | 43 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Net Change in Cash and Cash Equivalents |
| (235 | ) | | (5 | ) | (3 | ) | (3,039 | ) | | (3,282 | ) | |||||||||||||||||||
Cash and cash equivalents at beginning of period |
| 718 | | 29 | 4 | 8,703 | | 9,454 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Cash and Cash Equivalents at End of Period |
$ | | 483 | | 24 | 1 | 5,664 | | 6,172 | |||||||||||||||||||||||
|
30
Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Managements Discussion and Analysis is the companys analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the financial statements and notes. It contains forward-looking statements including, without limitation, statements relating to the companys plans, strategies, objectives, expectations and intentions that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words anticipate, estimate, believe, budget, continue, could, intend, may, plan, potential, predict, seek, should, will, would, expect, objective, projection, forecast, goal, guidance, outlook, effort, target and similar expressions identify forward-looking statements. The company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the companys disclosures under the heading: CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, beginning on page 49.
The terms earnings and loss as used in Managements Discussion and Analysis refer to net income (loss) attributable to ConocoPhillips.
BUSINESS ENVIRONMENT AND EXECUTIVE OVERVIEW
ConocoPhillips is an international, integrated energy company. We are the third-largest integrated energy company in the United States, based on market capitalization. At March 31, 2012, we had approximately 29,700 employees worldwide and total assets of $163 billion.
Earnings of the company depend largely on the profitability of our Exploration and Production (E&P) and Refining and Marketing (R&M) segments. Crude oil and natural gas prices, along with refining margins, are the most significant factors in our profitability. Industry crude oil prices for West Texas Intermediate (WTI) averaged $102.99 per barrel in the first quarter of 2012, an increase of 10 percent compared with the first quarter of 2011, and an increase of 9 percent compared with the fourth quarter of 2011. The increase in oil prices in the first quarter of 2012 was primarily due to concerns about the potential for supply disruptions associated with European sanctions on Iran. This impact on prices was partially offset by the continued slowing of economic growth in much of the world, including China, and concerns about the European sovereign debt crisis.
Henry Hub natural gas prices averaged $2.72 per million British thermal units (MMBTU) in the first quarter of 2012, a decrease of 34 percent compared with the first quarter of 2011, and a decrease of 23 percent compared with the fourth quarter of 2011. U.S. natural gas prices remained under pressure in the first quarter of 2012 due to continued production growth from shale plays, combined with lower heating demand as a result of an exceptionally warm winter across much of the United States. This combination led to record-high storage inventory levels by the end of the first quarter, with U.S. natural gas prices trending below $2.00 per MMBTU in April. Prolonged substantial decreases in U.S. natural gas prices could have an adverse effect on our results of operations.
E&P segment earnings were $2,548 million in the first quarter of 2012, which accounted for 87 percent of our total earnings in the quarter. This compares with E&P earnings of $2,352 million in the first quarter of 2011 and $1,604 million in the fourth quarter of 2011.
Domestic refining margins significantly improved in the first quarter of 2012, while international refining margins decreased. The U.S. 3:2:1 crack spread, which is primarily WTI-based, increased 24 percent in the first quarter of 2012, compared with the first quarter of 2011, and 21 percent compared with the fourth quarter of 2011. The improvement in domestic refining margins primarily resulted from increased crude oil production from shale plays and rising imports from Canada, in addition to infrastructure constraints, causing WTI to continue to trade at a deeper discount relative to waterborne crudes. Refineries capable of processing WTI and crude oils that are WTI-based, primarily the Midcontinent and Gulf Coast refineries, benefitted from these lower regional feedstock prices.
31
The Northwest Europe benchmark increased 3 percent in the first quarter of 2012, compared with the first quarter of 2011, and decreased 9 percent compared with the fourth quarter of 2011. Despite a cold winter in Europe, demand for refined products decreased in the first quarter of 2012, driven by slowing economic activity as a result of their recession.
Our R&M segment reported earnings of $452 million in the first quarter of 2012, compared with earnings of $482 million in the first quarter of 2011, and earnings of $1,714 million in the fourth quarter of 2011.
RESULTS OF OPERATIONS
Unless otherwise indicated, discussion of results for the three-month period ended March 31, 2012, is based on a comparison with the corresponding period of 2011.
Consolidated Results
A summary of net income (loss) attributable to ConocoPhillips by business segment follows:
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
E&P |
$ | 2,548 | 2,352 | |||||
Midstream |
93 | 73 | ||||||
R&M |
452 | 482 | ||||||
LUKOIL Investment |
- | 239 | ||||||
Chemicals |
218 | 193 | ||||||
Emerging Businesses |
(14 | ) | (7 | ) | ||||
Corporate and Other |
(360 | ) | (304 | ) | ||||
|
||||||||
Net income attributable to ConocoPhillips |
$ | 2,937 | 3,028 | |||||
|
Earnings for ConocoPhillips were $2,937 million in the first quarter of 2012, a decrease of 3 percent compared with earnings of $3,028 million in the first quarter of 2011. The decrease was primarily the result of:
| Higher impairments. In the first quarter of 2012, non-cash impairments totaled $562 million after-tax. |
| Lower production volumes from our E&P segment. |
| Lower natural gas prices. |
These items were partially offset by:
| Higher gains from asset sales. Gains from asset dispositions in the first quarter of 2012 primarily consisted of the $937 million after-tax gain from the disposition of our Vietnam business, compared with gains of $394 million after-tax in the first quarter of 2011, which mostly consisted of remaining LUKOIL share sales and Lower 48 asset dispositions. |
| Substantially higher crude oil and liquefied natural gas (LNG) prices in our E&P segment. Commodity price benefits were somewhat offset by increased production taxes. |
See the Segment Results section for additional information on our segment results.
32
Income Statement Analysis
Equity in earnings of affiliates increased 20 percent in the first quarter of 2012, which primarily resulted from:
| Improved earnings from Qatar Liquefied Gas Company Limited (3) (QG3), mainly due to significantly higher LNG prices. |
| Improved earnings from WRB Refining LP, primarily due to higher refining margins in the Midcontinent region. |
| Higher earnings from FCCL Partnership, mainly as a result of the ramp-up of production from Christina Lake Phase C. |
| Improved earnings from Chevron Phillips Chemical Company LLC (CPChem), mostly due to higher margins in the olefins and polyolefins business line. |
The increase in equity earnings was partially offset by:
| Lower earnings from Merey Sweeny, L.P., mainly due to lower refining margins. |
| Lower earnings from Naryanmarneftegaz (NMNG), largely due to lower volumes. |
Gain on dispositions increased 53 percent in the first quarter of 2012. The increase was mainly due to the $937 million gain on sale of our Vietnam business in the first quarter of 2012, partly offset by the first quarter 2011 disposition of certain E&P assets located in the Lower 48 and our remaining LUKOIL shares.
Selling, general and administrative expenses increased 37 percent in the first quarter of 2012, primarily as a result of costs associated with the separation of Phillips 66.
Exploration expenses increased $503 million in the first quarter of 2012. The increase was mostly due to the impairment of undeveloped leasehold costs associated with the Mackenzie Gas Project as a result of the suspension of the project.
Depreciation, depletion and amortization (DD&A) decreased 11 percent in the first quarter of 2012. The decrease was mostly associated with our E&P segment, reflecting lower production volumes primarily due to unplanned downtime and asset dispositions. These decreases were partially offset by higher production volumes in the Lower 48.
Impairments increased $259 million in the first quarter of 2012, primarily as a result of the impairment of capitalized project development costs associated with the Mackenzie Gas Project, in addition to the impairment of equipment formerly associated with the canceled Wilhelmshaven Refinery (WRG) upgrade project.
Interest and debt expense decreased 20 percent in the first quarter of 2012, primarily due to higher capitalized interest on projects.
See Note 20Income Taxes, in the Notes to Consolidated Financial Statements, for information regarding our provision for income taxes and effective tax rate.
33
Segment Results
E&P
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Millions of Dollars | ||||||||
Net Income Attributable to ConocoPhillips |
||||||||
Alaska |
$ | 616 | 549 | |||||
Lower 48 |
254 | 314 | ||||||
|
||||||||
United States |
870 | 863 | ||||||
International |
1,678 | 1,489 | ||||||
|
||||||||
$ | 2,548 | 2,352 | ||||||
|
||||||||
Dollars Per Unit | ||||||||
Average Sales Prices |
||||||||
Crude oil and natural gas liquids (per barrel) |
||||||||
United States |
$ | 95.71 | 85.36 | |||||
International |
109.10 | 96.86 | ||||||
Total consolidated operations |
101.23 | 91.30 | ||||||
Equity affiliates |
107.41 | 94.95 | ||||||
Total E&P |
101.56 | 91.55 | ||||||
Bitumen (per barrel) |
||||||||
International |
64.95 | 47.94 | ||||||
Equity affiliates |
60.04 | 56.15 | ||||||
Total E&P |
60.66 | 54.77 | ||||||
Natural gas (per thousand cubic feet) |
||||||||
United States |
2.72 | 4.10 | ||||||
International |
6.65 | 6.43 | ||||||
Total consolidated operations |
5.09 | 5.54 | ||||||
Equity affiliates |
2.58 | 2.59 | ||||||
Total E&P |
4.80 | 5.22 | ||||||
|
||||||||
Millions of Dollars | ||||||||
Worldwide Exploration Expenses |
||||||||
General and administrative; geological and geophysical; and lease rentals |
$ | 161 | 126 | |||||
Leasehold impairment |
512 | 41 | ||||||
Dry holes |
6 | 9 | ||||||
|
||||||||
$ | 679 | 176 | ||||||
|
34
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Thousands of Barrels Daily | ||||||||
Operating Statistics |
||||||||
Crude oil and natural gas liquids produced |
||||||||
Alaska |
226 | 214 | ||||||
Lower 48 |
201 | 150 | ||||||
|
||||||||
United States |
427 | 364 | ||||||
Canada |
38 | 37 | ||||||
Europe |
166 | 196 | ||||||
Asia Pacific/Middle East |
79 | 142 | ||||||
Africa |
64 | 61 | ||||||
|
||||||||
Total consolidated operations |
774 | 800 | ||||||
Equity affiliates |
||||||||
Asia Pacific/Middle East |
24 | 22 | ||||||
Russia |
18 | 38 | ||||||
|
||||||||
816 | 860 | |||||||
|
||||||||
Bitumen produced |
||||||||
Consolidated operationsCanada |
11 | 11 | ||||||
Equity affiliatesCanada |
73 | 53 | ||||||
|
||||||||
84 | 64 | |||||||
|
||||||||
Millions of Cubic Feet Daily | ||||||||
Natural gas produced* |
||||||||
Alaska |
59 | 67 | ||||||
Lower 48 |
1,502 | 1,522 | ||||||
|
||||||||
United States |
1,561 | 1,589 | ||||||
Canada |
863 | 944 | ||||||
Europe |
632 | 751 | ||||||
Asia Pacific/Middle East |
697 | 720 | ||||||
Africa |
164 | 158 | ||||||
|
||||||||
Total consolidated operations |
3,917 | 4,162 | ||||||
Equity affiliates |
||||||||
Asia Pacific/Middle East |
505 | 507 | ||||||
|
||||||||
4,422 | 4,669 | |||||||
|
*Represents quantities available for sale. Excludes gas equivalent of natural gas liquids included above.
35
The E&P segment explores for, produces, transports and markets crude oil, bitumen, natural gas, LNG and natural gas liquids on a worldwide basis. At March 31, 2012, our E&P operations were producing in the United States, Norway, the United Kingdom, Canada, Australia, offshore Timor-Leste in the Timor Sea, Indonesia, China, Libya, Nigeria, Algeria, Qatar and Russia. Total E&P production on a barrel-of-oil-equivalent (BOE) basis averaged 1,637,000 BOE per day in the first quarter of 2012, compared with 1,702,000 BOE per day in the first quarter of 2011.
Our E&P operations reported earnings of $2,548 million in the first quarter of 2012, an 8 percent increase compared with earnings of $2,352 million in the first quarter of 2011. See the Business Environment and Executive Overview section for additional information on industry crude oil and natural gas prices.
U.S. E&P
U.S. E&P earnings were $870 million in the first quarter of 2012, a 1 percent increase compared with earnings of $863 million for the same period in 2011. Earnings benefitted from higher crude oil prices and crude oil and natural gas liquids volumes, which were mostly offset by higher production taxes in Alaska, lower natural gas prices, lower gains from asset sales and higher DD&A.
U.S. E&P production averaged 687,000 BOE per day in the first quarter of 2012, an increase of 9 percent from 629,000 BOE per day in the first quarter of 2011. The increase was mainly due to new production, primarily from shale plays in the Lower 48, and lower unplanned downtime, partially offset by field decline.
International E&P
International E&P earnings were $1,678 million in the first quarter of 2012, a 13 percent increase compared with earnings of $1,489 million for the same period in 2011. The increase was primarily due to the $937 million after-tax gain on sale of our Vietnam business, higher crude oil and LNG prices and lower DD&A. These increases were partially offset by lower crude oil volumes, primarily in China, the $520 million after-tax impairment of the Mackenzie Gas Project and associated undeveloped leaseholds and higher taxes. For additional information, see Note 8Impairments, in the Notes to Consolidated Financial Statements.
International E&P production averaged 950,000 BOE per day in the first quarter of 2012, a decrease of 11 percent from 1,073,000 BOE per day in the first quarter of 2011. The decrease primarily resulted from field decline, suspended operations in China and dispositions, partly offset by new production.
36
Midstream
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Millions of Dollars | ||||||||
Net Income Attributable to ConocoPhillips* |
$ | 93 | 73 | |||||
|
||||||||
*Includes DCP Midstream-related earnings: | $ | 56 | 48 | |||||
Dollars Per Barrel | ||||||||
Average Sales Prices |
||||||||
U.S. natural gas liquids* |
||||||||
Consolidated |
$ | 52.44 | 53.55 | |||||
Equity affiliates |
42.10 | 47.64 | ||||||
|
||||||||
*Based on index prices from the Mont Belvieu and Conway market hubs that are weighted by natural gas liquids component and location mix. | ||||||||
Thousands of Barrels Daily | ||||||||
Operating Statistics |
||||||||
Natural gas liquids extracted* |
213 | 188 | ||||||
Natural gas liquids fractionated** |
136 | 139 | ||||||
|
*Includes our share of equity affiliates.
**Excludes DCP Midstream.
The Midstream segment purchases raw natural gas from producers and gathers natural gas through an extensive network of pipeline gathering systems. The natural gas is then processed to extract natural gas liquids from the raw gas stream. The remaining residue gas is marketed to electrical utilities, industrial users and gas marketing companies. Most of the natural gas liquids are fractionatedseparated into individual components like ethane, butane and propaneand marketed as chemical feedstock, fuel or blendstock. The Midstream segment consists of our 50 percent equity investment in DCP Midstream, LLC, as well as our other natural gas gathering and processing operations, and natural gas liquids fractionation, trading and marketing businesses, primarily in the United States and Trinidad.
Earnings from the Midstream segment were $93 million in the first quarter of 2012, an increase of 27 percent compared with the same period in 2011. This increase was largely due to higher gathering and processing volumes, primarily as a result of less weather-related downtime, increased volumes from expansion projects and improved marketing results. These increases were partially offset by lower natural gas liquids prices.
37
R&M
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Millions of Dollars | ||||||||
Net Income Attributable to ConocoPhillips |
||||||||
United States |
$ | 415 | 402 | |||||
International |
37 | 80 | ||||||
|
||||||||
$ | 452 | 482 | ||||||
|
||||||||
Dollars Per Gallon | ||||||||
U.S. Average Wholesale Prices* |
||||||||
Gasoline |
$ | 2.98 | 2.73 | |||||
Distillates |
3.21 | 2.92 | ||||||
|
||||||||
*Excludes excise taxes. | ||||||||
Thousands of Barrels Daily | ||||||||
Operating Statistics |
||||||||
Refining operations* |
||||||||
United States |
||||||||
Crude oil capacity |
1,801 | 1,986 | ||||||
Crude oil runs |
1,610 | 1,735 | ||||||
Capacity utilization (percent) |
89 | % | 87 | |||||
Refinery production |
1,775 | 1,914 | ||||||
International |
||||||||
Crude oil capacity |
430 | 426 | ||||||
Crude oil runs |
417 | 410 | ||||||
Capacity utilization (percent) |
97 | % | 96 | |||||
Refinery production |
433 | 417 | ||||||
Worldwide |
||||||||
Crude oil capacity |
2,231 | 2,412 | ||||||
Crude oil runs |
2,027 | 2,145 | ||||||
Capacity utilization (percent) |
91 | % | 89 | |||||
Refinery production |
2,208 | 2,331 | ||||||
|
||||||||
Petroleum products sales volumes |
||||||||
United States |
||||||||
Gasoline |
958 | 1,099 | ||||||
Distillates |
837 | 852 | ||||||
Other products |
298 | 437 | ||||||
|
||||||||
2,093 | 2,388 | |||||||
International |
625 | 672 | ||||||
|
||||||||
2,718 | 3,060 | |||||||
|
*Includes our share of equity affiliates.
The R&M segment refines crude oil and other feedstocks into petroleum products (such as gasoline, distillates and aviation fuels); buys, sells and transports crude oil; and buys, transports, distributes and markets petroleum products. R&M has operations mainly in the United States, Europe and Asia.
38
R&M reported earnings of $452 million during the first quarter of 2012, a 6 percent decrease compared with earnings of $482 million in the corresponding quarter of 2011. See the Business Environment and Executive Overview section for additional information on industry refining margins.
U.S. R&M
U.S. R&M earnings were $415 million in the first quarter of 2012, a 3 percent increase compared with earnings of $402 million in the same period of 2011. This increase mainly resulted from processing higher refining volumes in our Central Region and from higher marketing margins, in addition to a favorable tax adjustment related to a fourth quarter 2011 disposition. These increases were partially offset by lower refining margins and higher operating expenses. Refining margins decreased as the impact of less favorable crude differentials more than offset improved market crack spreads.
In 2011, we idled the Trainer Refinery and announced plans to permanently close the facility by the end of the first quarter of 2012 if a sales transaction was unsuccessful. We have extended the sales deadline to the end of May 2012.
Our U.S. refining capacity utilization rate was 89 percent in the first quarter of 2012, compared with 87 percent in the first quarter of 2011. The current year rate primarily reflects lower maintenance and unplanned downtime, partly offset by higher turnaround activity.
International R&M
International R&M earnings were $37 million in the first quarter of 2012, a 54 percent decrease compared with earnings of $80 million in the same period of 2011. The decrease was mainly due to the $42 million after-tax property impairment related to equipment formerly associated with the canceled WRG upgrade project, lower refining margins and lower gains from foreign currency transactions. These decreases were partially offset by higher refining volumes and marketing margins, as well as lower operating expenses. For additional information on the impairment, see Note 8Impairments, in the Notes to Consolidated Financial Statements.
Our international refining capacity utilization rate was 97 percent in the first quarter of 2012, compared with 96 percent in the first quarter of 2011. The current year rate primarily reflects lower maintenance, partly offset by higher turnaround activity.
LUKOIL Investment
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Net Income Attributable to ConocoPhillips |
$ | - | 239 | |||||
|
This segment represents our former investment in the ordinary shares of OAO LUKOIL, an international, integrated oil and gas company headquartered in Russia. We sold our remaining interest in LUKOIL in the first quarter of 2011. Earnings in the first quarter of 2011 primarily reflected the realized gain on remaining share sales.
39
Chemicals
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Net Income Attributable to ConocoPhillips |
$ | 218 | 193 | |||||
|
The Chemicals segment consists of our 50 percent interest in CPChem, which we account for under the equity method. CPChem uses natural gas liquids and other feedstocks to produce petrochemicals. These products are then marketed and sold, or used as feedstocks to produce plastics and commodity chemicals.
Earnings from the Chemicals segment increased $25 million in the first quarter of 2012, or 13 percent compared with the first quarter of 2011. The improvement in earnings primarily resulted from higher margins and lower operating costs in the olefins and polyolefins business line. These increases were partially offset by lower margins in the specialties, aromatics and styrenics business line.
Emerging Businesses
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Net Income (Loss) Attributable to ConocoPhillips |
||||||||
Power |
$ | 23 | 22 | |||||
Other |
(37 | ) | (29 | ) | ||||
|
||||||||
$ | (14 | ) | (7 | ) | ||||
|
The Emerging Businesses segment represents our investment in new technologies or businesses outside our normal scope of operations. Activities within this segment are currently focused on power generation and innovation of new technologies, such as those related to conventional and nonconventional hydrocarbon recovery, refining, alternative energy, biofuels and the environment.
The Emerging Businesses segment reported a loss of $14 million in the first quarter of 2012, compared with a loss of $7 million in the first quarter of 2011. The increase in Other losses was mainly due to higher technology development expenses.
40
Corporate and Other
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
Net Loss Attributable to ConocoPhillips |
||||||||
Net interest |
$ | (156 | ) | (181 | ) | |||
Corporate general and administrative expenses |
(78 | ) | (63 | ) | ||||
Separation costs* |
(95 | ) | - | |||||
Other |
(31 | ) | (60 | ) | ||||
|
||||||||
$ | (360 | ) | (304 | ) | ||||
|
*Includes $10 million of interest expense.
Net interest consists of interest and financing expense, net of interest income and capitalized interest, as well as premiums incurred on the early retirement of debt. Net interest decreased 14 percent in the first quarter of 2012, primarily as a result of higher capitalized interest on projects.
Corporate general and administrative expenses increased 24 percent in the first quarter of 2012. Higher contributions and advertising expenses were partly offset by lower costs related to compensation plans.
Separation costs consist of expenses incurred for the planned separation of our downstream businesses into a stand-alone, publicly traded company, Phillips 66. Expenses incurred in the first quarter of 2012 primarily included legal, accounting and information systems costs; expenses related to compensation and benefit plans; and interest expense associated with Phillips 66 senior notes.
The category Other includes certain foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, and other costs not directly associated with an operating segment. The decrease in Other expenses primarily resulted from the absence of various tax-related adjustments recorded in the first quarter of 2011 and lower environmental expenses in the first quarter of 2012.
41
CAPITAL RESOURCES AND LIQUIDITY
Financial Indicators
Millions of Dollars | ||||||||
March 31 2012 |
December 31 2011 |
|||||||
|
|
|||||||
Short-term debt |
$ | 7,002 | 1,013 | |||||
Total debt |
28,360 | 22,623 | ||||||
Total equity |
67,043 | 65,734 | ||||||
Percent of total debt to capital* |
30 | % | 26 | |||||
Percent of floating-rate debt to total debt** |
7 | % | 10 | |||||
|
||||||||
*Capital includes total debt and total equity. | ||||||||
**Includes effect of interest rate swaps. |
To meet our short- and long-term liquidity requirements, we look to a variety of funding sources. Cash generated from operating activities is the primary source of funding. In addition, during the first quarter of 2012, we received $1,109 million in proceeds from asset sales. During the first quarter of 2012, available cash was used to support our ongoing capital expenditures and investments program, repurchase common stock and pay dividends. Total dividends paid on our common stock during the first quarter were $843 million. During the first quarter of 2012, cash and cash equivalents decreased by $2,073 million to $3,707 million.
In addition to cash flows from operating activities and proceeds from asset sales, we rely on our commercial paper and credit facility programs, and our shelf registration statement to support our short- and long-term liquidity requirements. We believe current cash and short-term investment balances and cash generated by operations, together with access to external sources of funds as described below in the Significant Sources of Capital section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, dividend payments, required debt payments and the funding requirements to FCCL Partnership.
Significant Sources of Capital
Operating Activities
During the first quarter of 2012, cash of $4,182 million was provided by operating activities, a 115 percent increase from cash from operations of $1,947 million in the corresponding period of 2011. The increase is primarily due to lower discretionary inventory builds in the first quarter of 2012 compared to the first quarter of 2011.
While the stability of our cash flows from operating activities benefits from geographic diversity and the effects of upstream and downstream integration, our short- and long-term operating cash flows are highly dependent upon prices for crude oil, bitumen, natural gas, LNG and natural gas liquids, as well as refining and marketing margins. Prices and margins in our industry are typically volatile, and are driven by market conditions over which we have no control. Absent other mitigating factors, as these prices and margins fluctuate, we would expect a corresponding change in our operating cash flows.
The level of our production volumes also impacts our cash flows. These production levels are impacted by such factors as acquisitions and dispositions of fields, field production decline rates, new technologies, operating efficiency, weather conditions, the addition of proved reserves through exploratory success, and their timely and cost-effective development. While we actively manage these factors, production levels can cause variability in cash flows, although generally this variability has not been as significant as that caused by commodity prices.
42
In addition, the level and quality of output from our refineries impacts our cash flows. The output at our refineries is impacted by such factors as operating efficiency, maintenance turnarounds, market conditions, feedstock availability and weather conditions. We actively manage the operations of our refineries and, typically, any variability in their operations has not been as significant to cash flows as that caused by refining margins.
Asset Sales
Proceeds from asset sales during the first quarter of 2012 were $1,109 million, primarily from the sale of our Vietnam E&P business. This compares with proceeds of $1,787 million in the first quarter of 2011. We plan to raise up to an additional $10 billion from asset sales over the next 12 months.
Commercial Paper and Credit Facilities
At March 31, 2012, we had two revolving credit facilities totaling $8.0 billion, consisting of a $7.5 billion facility expiring in August 2016 and a $500 million facility expiring in July 2012. Our revolving credit facilities may be used as direct bank borrowings, as support for issuances of letters of credit totaling up to $26 million, or as support for our commercial paper programs. The revolving credit facilities are broadly syndicated among financial institutions and do not contain any material adverse change provisions or any covenants requiring maintenance of specified financial ratios or ratings. The facility agreements contain a cross-default provision relating to the failure to pay principal or interest on other debt obligations of $200 million or more by ConocoPhillips, or by any of its consolidated subsidiaries.
Credit facility borrowings may bear interest at a margin above rates offered by certain designated banks in the London interbank market or at a margin above the overnight federal funds rate or prime rates offered by certain designated banks in the United States. The agreements call for commitment fees on available, but unused, amounts. The agreements also contain early termination rights if our current directors or their approved successors cease to be a majority of the Board of Directors.
Our primary funding source for short-term working capital needs is the ConocoPhillips $6.35 billion commercial paper program. Commercial paper maturities are generally limited to 90 days. We also have the ConocoPhillips Qatar Funding Ltd. $1.5 billion commercial paper program, which is used to fund commitments relating to the QG3 Project. At March 31, 2012, and December 31, 2011, we had no direct borrowings under the revolving credit facilities, but $26 million in letters of credit had been issued at March 31, 2012, and $40 million at December 31, 2011. In addition, under the two ConocoPhillips commercial paper programs, $1,097 million of commercial paper was outstanding at March 31, 2012, compared with $1,128 million at December 31, 2011. Since we had $1,097 million of commercial paper outstanding and had issued $26 million of letters of credit, we had access to $6.9 billion in borrowing capacity under our revolving credit facilities at March 31, 2012.
Shelf Registration
We have a universal shelf registration statement on file with the U.S. Securities and Exchange Commission (SEC) under which we, as a well-known seasoned issuer, have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.
Off-Balance Sheet Arrangements
As part of our normal ongoing business operations and consistent with normal industry practice, we enter into numerous agreements with other parties to pursue business opportunities, which share costs and apportion risks among the parties as governed by the agreements.
For information about guarantees, see Note 12Guarantees, in the Notes to Consolidated Financial Statements, which is incorporated herein by reference.
43
Capital Requirements
For information about our capital expenditures and investments, see the Capital Spending section.
Our debt balance at March 31, 2012, was $28.4 billion, an increase of $5.7 billion from the balance at December 31, 2011. The increase is primarily due to the issuance of debt by Phillips 66 of $5.8 billion of fixed-rate Senior Notes in March 2012. The net proceeds of the issuance were deposited into two segregated escrow accounts pending the separation and are included in the Restricted cash line on our consolidated balance sheet as of March 31, 2012. Post separation, Phillips 66 will retain this debt, and ConocoPhillips will use a cash distribution from Phillips 66, estimated to be $5.8 billion plus working capital adjustments, solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, in each case within twelve months following the distribution.
We are obligated to contribute $7.5 billion, plus interest, over a 10-year period that began in 2007, to FCCL. Quarterly principal and interest payments of $237 million began in the second quarter of 2007 and will continue until the balance is paid. Of the principal obligation amount, approximately $742 million was short-term and was included in the Accounts payablerelated parties line on our March 31, 2012, consolidated balance sheet. The principal portion of these payments, which totaled $180 million in the first three months of 2012, is included in the Other line in the financing activities section of our consolidated statement of cash flows. Interest accrues at a fixed annual rate of 5.3 percent on the unpaid principal balance. Fifty percent of the quarterly interest payment is reflected as a capital contribution and is included in the Capital expenditures and investments line on our consolidated statement of cash flows.
In February, 2012, we announced a dividend of 66 cents per share. The dividend was paid March 1, 2012, to stockholders of record at the close of business February 21, 2012.
On December 2, 2011, our Board of Directors authorized the purchase of up to an additional $10 billion of our common stock over the subsequent two years. Since our share repurchase programs began in 2010, share repurchases totaled 245 million shares at a cost of $16.9 billion through March 31, 2012.
44
Capital Spending
Capital Expenditures and Investments
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
|
|
|||||||
E&P |
||||||||
United StatesAlaska |
$ | 186 | 195 | |||||
United StatesLower 48 |
1,267 | 773 | ||||||
International |
2,528 | 1,724 | ||||||
|
||||||||
3,981 | 2,692 | |||||||
|
||||||||
Midstream |
4 | 3 | ||||||
|
||||||||
R&M |
||||||||
United States |
176 | 131 | ||||||
International |
38 | 25 | ||||||
|
||||||||
214 | 156 | |||||||
|
||||||||
LUKOIL Investment |
- | - | ||||||
Chemicals |
- | - | ||||||
Emerging Businesses |
15 | 6 | ||||||
Corporate and Other |
46 | 27 | ||||||
|
||||||||
$ | 4,260 | 2,884 | ||||||
|
||||||||
United States |
$ | 1,692 | 1,231 | |||||
International |
2,568 | 1,653 | ||||||
|
||||||||
$ | 4,260 | 2,884 | ||||||
|
E&P
Capital spending for E&P during the first three months of 2012 totaled $4.0 billion. The expenditures supported key exploration and development projects including:
| Oil and natural gas exploration and development activities in the Lower 48, including the Eagle Ford, Bakken and North Barnett shale plays, as well as the Permian Basin. |
| Alaska development activities related to existing producing fields. |
| Oil sands projects in Canada. |
| Further development of coalbed methane projects associated with the Australia Pacific LNG Pty Ltd (APLNG) joint venture in Australia. |
| New fields offshore Malaysia. |
| In the North Sea, development activities in the Greater Ekofisk area, Jasmine and Clair Ridge. |
| The Kashagan Field in the Caspian Sea. |
| In Africa, primarily leasehold acquisitions in Angola and offshore activity in Nigeria. |
R&M
Capital spending for R&M during the first three months of 2012 totaled $214 million and included projects related to sustaining and improving the existing business with a focus on safety, regulatory compliance and reliability.
Contingencies
A number of lawsuits involving a variety of claims have been made against ConocoPhillips that arise in the ordinary course of business. We also may be required to remove or mitigate the effects on the environment of the placement, storage, disposal or release of certain chemical, mineral and petroleum substances at various active and inactive sites. We regularly assess the need for accounting recognition or disclosure of these
45
contingencies. In the case of all known contingencies (other than those related to income taxes), we accrue a liability when the loss is probable and the amount is reasonably estimable. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. If applicable, we accrue receivables for probable insurance or other third-party recoveries. In the case of income-tax-related contingencies, we use a cumulative probability-weighted loss accrual in cases where sustaining a tax position is less than certain.
Based on currently available information, we believe it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our consolidated financial statements. As we learn new facts concerning contingencies, we reassess our position both with respect to accrued liabilities and other potential exposures. Estimates particularly sensitive to future changes include contingent liabilities recorded for environmental remediation, tax and legal matters. Estimated future environmental remediation costs are subject to change due to such factors as the uncertain magnitude of cleanup costs, the unknown time and extent of such remedial actions that may be required, and the determination of our liability in proportion to that of other responsible parties. Estimated future costs related to tax and legal matters are subject to change as events evolve and as additional information becomes available during the administrative and litigation processes.
Legal Matters
Our legal organization applies its knowledge, experience and professional judgment to the specific characteristics of our cases, employing a litigation management process to manage and monitor the legal proceedings against us. Our process facilitates the early evaluation and quantification of potential exposures in individual cases. This process also enables us to track those cases that have been scheduled for trial and/or mediation. Based on professional judgment and experience in using these litigation management tools and available information about current developments in all our cases, our legal organization regularly assesses the adequacy of current accruals and determines if adjustment of existing accruals, or establishment of new accruals, are required.
Environmental
We are subject to the same numerous international, federal, state and local environmental laws and regulations as other companies in our industry. For a discussion of the most significant of these environmental laws and regulations, including those with associated remediation obligations, see the Environmental section in Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 64, 65 and 66 of our 2011 Annual Report on Form 10-K.
We occasionally receive requests for information or notices of potential liability from the Environmental Protection Agency (EPA) and state environmental agencies alleging that we are a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or an equivalent state statute. On occasion, we also have been made a party to cost recovery litigation by those agencies or by private parties. These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain wastes attributable to our past operations. As of December 31, 2011, we reported we had been notified of potential liability under CERCLA and comparable state laws at 74 sites around the United States. During the quarter ended March 31, 2012, we were notified of 1 new site and resolved 12 sites, bringing the number to 63 unresolved sites with potential liability.
At March 31, 2012, our balance sheet included a total environmental accrual of $920 million, compared with $922 million at December 31, 2011. We expect to incur a substantial amount of these expenditures within the next 30 years.
46
Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in our operations and products, and there can be no assurance that material costs and liabilities will not be incurred. However, we currently do not expect any material adverse effect on our results of operations or financial position as a result of compliance with current environmental laws and regulations.
Climate Change
There has been a broad range of proposed or promulgated state, national and international laws focusing on greenhouse gas (GHG) reduction. These proposed or promulgated laws apply or could apply in countries where we have interests or may have interests in the future. Laws in this field continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, such laws, if enacted, could have a material impact on our results of operations and financial condition. Examples of legislation and precursors for possible regulation that do or could affect our operations include the EPAs announcement on March 29, 2010 (published as Interpretation of Regulations that Determine Pollutants Covered by Clean Air Act Permitting Programs, 75 Fed. Reg. 17004 (April 2, 2010)), and the EPAs and U.S. Department of Transportations joint promulgation of a Final Rule on April 1, 2010, that trigger regulation of GHGs under the Clean Air Act, may trigger more climate-based claims for damages, and may result in longer agency review time for development projects.
For other examples of legislation or precursors for possible regulation that do or could affect our operations, see the Climate Change section in Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 66 and 67 of our 2011 Annual Report on Form 10-K.
OUTLOOK
Planned Separation of Downstream Businesses
On April 4, 2012, our Board of Directors approved the separation of our downstream businesses into a stand-alone, publicly traded corporation via a tax-free distribution. The new downstream company, Phillips 66, will be headquartered in Houston, Texas, and will include our refining, marketing and transportation businesses, most of our Midstream segment, our Chemicals segment, as well as our power generation and certain technology operations included in our Emerging Businesses segment.
In accordance with a separation and distribution agreement, the two companies will be separated through a stock dividend distribution after the market closes on April 30, 2012. Each ConocoPhillips shareholder will receive one share of Phillips 66 stock for every two shares of ConocoPhillips stock held at the close of business on the record date of April 16, 2012. Fractional shares of Phillips 66 common stock will not be distributed, and any fractional shares of Phillips 66 common stock otherwise issuable to a ConocoPhillips shareholder will be sold in the open market on such shareholders behalf, and such shareholder will receive cash payment with respect to that fractional share.
In conjunction with the separation, we received a private letter ruling from the Internal Revenue Service (IRS) to the effect that, based on certain facts, assumptions, representations and undertakings set forth in the ruling, for U.S. federal income tax purposes, the distribution of Phillips 66 stock is not taxable to ConocoPhillips or U.S. holders of ConocoPhillips common stock, except in respect of cash received in lieu of fractional share interests. Following the separation, ConocoPhillips will retain no ownership interest in Phillips 66, and each company will have separate public ownership, boards of directors and management. A registration statement on Form 10, as amended through the time of its effectiveness and describing the separation, was filed by Phillips 66 with the SEC and was declared effective on April 12, 2012. On May 1, 2012, Phillips 66 stock will begin trading the regular-way on the New York Stock Exchange under the PSX stock symbol.
47
As part of the separation, we expect to receive a cash distribution from Phillips 66 of approximately $5.8 billion plus working capital adjustments. Under the terms of the IRS ruling, these funds will be used solely to pay dividends, repurchase common stock, repay debt, or a combination of the foregoing, within twelve months following the distribution. We recognized one-time separation costs of $25 million and $95 million after-tax in 2011 and the first quarter of 2012, respectively, primarily related to legal, information technology, audit, advisor, and compensation and benefits. Prior to the separation, we expect to recognize additional one-time separation costs of approximately $75 million to $100 million after-tax, primarily related to remeasurement of deferred tax assets, as well as transfer taxes, interest expense, and information technology.
APLNG
In January 2012, APLNG and China Petrochemical Corporation (Sinopec) signed an amendment to their existing LNG sales agreement for the sale and purchase of an additional 3.3 million tonnes of LNG per year through 2035. This agreement, in combination with the binding Heads of Agreement with Kansai Electric Power Co., Inc., signed in November 2011, finalizes the marketing of the second train. In conjunction with the LNG sales agreement, the parties have also agreed for Sinopec to subscribe for additional shares in APLNG, which upon completion will raise its equity interest from 15 percent to 25 percent. As a result, both our ownership interest and Origin Energys ownership interest would dilute from 42.5 percent to 37.5 percent. The Subscription Agreement is subject to customary governmental approvals and, along with the amendment to the sales agreement, is conditional on a final investment decision on the second train, which is expected in the second quarter of 2012. We expect to record a loss of approximately $135 million after-tax from the dilution in the second quarter of 2012.
U.K. Tax Legislation
In the United Kingdom, legislation is expected to be enacted in July 2012 which would limit corporate tax relief on decommissioning costs to 50 percent. Upon enactment, we anticipate our third quarter 2012 earnings would be reduced by approximately $200 million due to the remeasurement of deferred tax balances.
ChinaBohai Bay
Gross production from the Peng Lai fields in Bohai Bay is currently at approximately 40,000 barrels per day under an approved interim reservoir management plan. As previously announced, we and the China National Offshore Oil Corp. (CNOOC) reached an agreement with Chinas Ministry of Agriculture (MOA) to resolve fishery-related issues in connection with the seepage incidents. Under this agreement, we paid approximately $160 million to settle public claims for alleged fishery damage and to fund settlement of private claims from potentially affected fishermen in relevant Bohai Bay communities. We also paid the MOA approximately $16 million to fund work to improve fishery resources and for related projects in the area. We hold a 49 percent ownership interest in the Peng Lai fields. A revised environmental impact assessment and overall development program have been submitted to the appropriate government agencies as part of the process for returning the field to normal operation. In late April, we and CNOOC reached agreement with Chinas State Oceanic Administration (SOA) to resolve outstanding claims related to the 2011 seepage incidents. Under the terms of the agreement, we agreed to pay $173 million to the SOA over the next two years. We also agreed to contribute $18 million by December 2014 toward social projects benefiting Bohai Bay. As a result of this agreement, we expect to reflect an $89 million after-tax charge in our second quarter 2012 earnings.
E&P Production
In E&P, we expect our 2012 production will be approximately 1.55 million to 1.60 million BOE per day, dependent on the timing of asset dispositions. We expect production in the second quarter of 2012 to be negatively impacted by approximately 70,000 to 90,000 BOE per day due to turnaround activity in our international assets and the impact of dispositions. Normal seasonal factors will also impact the quarter.
48
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words anticipate, estimate, believe, budget, continue, could, intend, may, plan, potential, predict, seek, should, will, would, expect, objective, projection, forecast, goal, guidance, outlook, effort, target and similar expressions.
We based the forward-looking statements on our current expectations, estimates and projections about ourselves and the industries in which we operate in general. We caution you these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:
| Fluctuations in crude oil, bitumen, natural gas, LNG and natural gas liquids prices, refining and marketing margins and margins for our chemicals business. |
| Potential failures or delays in achieving expected reserve or production levels from existing and future oil and gas development projects due to operating hazards, drilling risks and the inherent uncertainties in predicting reserves and reservoir performance. |
| Unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage. |
| Failure of new products and services to achieve market acceptance. |
| Unexpected changes in costs or technical requirements for constructing, modifying or operating facilities for exploration and production, manufacturing, refining or transportation projects. |
| Unexpected technological or commercial difficulties in manufacturing, refining or transporting our products, including chemicals products. |
| Lack of, or disruptions in, adequate and reliable transportation for our crude oil, natural gas, natural gas liquids, bitumen, LNG and refined products. |
| Inability to timely obtain or maintain permits, including those necessary for drilling and/or development projects, construction of LNG terminals or regasification facilities, or refinery projects; comply with government regulations; or make capital expenditures required to maintain compliance. |
| Failure to complete definitive agreements and feasibility studies for, and to timely complete construction of, announced and future exploration and production, LNG, refinery and transportation projects. |
| Potential disruption or interruption of our operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber attacks. |
| International monetary conditions and exchange controls. |
| Substantial investment or reduced demand for products as a result of existing or future environmental rules and regulations. |
| Liability for remedial actions, including removal and reclamation obligations, under environmental regulations. |
| Liability resulting from litigation. |
| General domestic and international economic and political developments, including armed hostilities; expropriation of assets; changes in governmental policies relating to crude oil, bitumen, natural gas, LNG, natural gas liquids or refined product pricing, regulation or taxation; other political, economic or diplomatic developments; and international monetary fluctuations. |
| Changes in tax and other laws, regulations (including alternative energy mandates), or royalty rules applicable to our business. |
| Limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets. |
| Delays in, or our inability to implement, our asset disposition plan. |
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| Inability to obtain economical financing for projects, construction or modification of facilities and general corporate purposes. |
| The operation and financing of our midstream and chemicals joint ventures. |
| The effect of restructuring or reorganization of business components. |
| The effect of separation of our downstream businesses. |
| The factors generally described in Item 1ARisk Factors in our 2011 Annual Report on Form 10-K. |
Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information about market risks for the three months ended March 31, 2012, does not differ materially from that discussed under Item 7A in our 2011 Annual Report on Form 10-K.
Item 4. | CONTROLS AND PROCEDURES |
As of March 31, 2012, with the participation of our management, our Chairman, President and Chief Executive Officer (principal executive officer) and our Senior Vice President, Finance and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the Act), of ConocoPhillips disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chairman, President and Chief Executive Officer and our Senior Vice President, Finance and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of March 31, 2012.
There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 1. | LEGAL PROCEEDINGS |
The following is a description of reportable legal proceedings including those involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment for this reporting period. The following proceedings include those matters that arose during the first quarter of 2012 and any material developments with respect to matters previously reported in ConocoPhillips 2011 Annual Report on Form 10-K. While it is not possible to accurately predict the final outcome of these pending proceedings, if any one or more of such proceedings was decided adversely to ConocoPhillips, we expect there would be no material effect on our consolidated financial position. Nevertheless, such proceedings are reported pursuant to the SEC regulations.
Our U.S. refineries are implementing two separate consent decrees regarding alleged violations of the Federal Clean Air Act with the EPA, six states and one local air pollution agency. Some of the requirements and limitations contained in the decrees provide for stipulated penalties for violations. Stipulated penalties under the decrees are not automatic, but must be requested by one of the agency signatories. As part of periodic reports under the decrees or other reports required by permits or regulations, we occasionally report matters that could be subject to a request for stipulated penalties. If a specific request for stipulated penalties meeting the reporting threshold set forth in SEC rules is made pursuant to these decrees based on a given reported exceedance, we will separately report that matter and the amount of the proposed penalty.
New Matters
ConocoPhillips recently received notice the EPA will be seeking penalties of approximately $150,000 relating to allegations that the company did not immediately notify the EPA of certain releases in 2010 and 2011 at the Wood River Refinery. We are working with the EPA to resolve this matter.
Matters Previously Reported
In 2009, ConocoPhillips notified the EPA and the U.S. Department of Justice that it had self-identified certain compliance issues related to Benzene Waste Operations National Emission Standard for Hazardous Air Pollutants requirements at its facilities in Trainer, Pennsylvania, and Borger, Texas. In a Third Amendment to the consent decree in Civil Action No. H-05-258, ConocoPhillips agreed to pay penalties of $249,000 for the self-identified items at Borger, Texas, and $98,000 for the self-identified items at Trainer, Pennsylvania. This Amendment was entered by the court on April 13, 2012, and penalties have been paid. These compliance issues are now resolved.
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Item 1A. | RISK FACTORS |
There have been no material changes from the risk factors disclosed in Item 1A of our 2011 Annual Report on Form 10-K.
Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Issuer Purchases of Equity Securities
Millions of Dollars | ||||||||||||||||
Period | Total Number of Shares Purchased * |
Average Price Paid per Share |
Total Number of as Part of Publicly or Programs ** |
Approximate Dollar that May Yet Be |
||||||||||||
|
||||||||||||||||
January 1-31, 2012 |
6,802,323 | $ | 71.97 | 6,801,700 | $ | 9,510 | ||||||||||
February 1-29, 2012 |
5,560,816 | 71.88 | 5,560,100 | 9,111 | ||||||||||||
March 1-31, 2012 |
13,081,609 | 77.23 | 13,075,200 | 8,101 | ||||||||||||
|
||||||||||||||||
Total |
25,444,748 | $ | 74.66 | 25,437,000 | ||||||||||||
|
* | Includes the repurchase of common shares from company employees in connection with the companys broad-based employee incentive plans. |
** | On December 2, 2011, we announced a share repurchase program for up to $10 billion of common stock over the next two years. Acquisitions for the share repurchase program are made at managements discretion, at prevailing prices, subject to market conditions and other factors. Repurchases may be increased, decreased or discontinued at any time without prior notice. Shares of stock repurchased under the plan are held as treasury shares. |
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Item 6. | EXHIBITS |
10* | Form of Stock Option Award Agreement under the ConocoPhillips Stock Option and Stock Appreciation Rights Program. | |
12* | Computation of Ratio of Earnings to Fixed Charges. | |
31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | |
32* | Certifications pursuant to 18 U.S.C. Section 1350. | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Schema Document. | |
101.CAL* | XBRL Calculation Linkbase Document. | |
101.LAB* | XBRL Labels Linkbase Document. | |
101.PRE* | XBRL Presentation Linkbase Document. | |
101.DEF* | XBRL Definition Linkbase Document. |
* Filed herewith.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CONOCOPHILLIPS |
/s/ Glenda M. Schwarz |
Glenda M. Schwarz |
Vice President and Controller |
(Chief Accounting and Duly Authorized Officer) |
April 30, 2012
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Exhibit 10
RETIRING EXECUTIVE STOCK OPTION
TERMS AND CONDITIONS
These Terms and Conditions describe terms and conditions of Stock Option Awards granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (referred to as the Plan) by ConocoPhillips (Company) to certain eligible Employees (Employees). These Terms and Conditions, together with the Annual Award Summary given to each Employee receiving an Award, form the Award Agreement (the Agreement) relating to the Awards described.
1. | Type and Size of Grant. Subject to the Plan and this Agreement, the Company grants to certain eligible Employees a Nonqualified Stock Option to purchase all or any part of an aggregate number of shares of Common Stock of the Company. Individual awards will be as set forth in the Annual Award Summary given to each Employee to whom an Award is granted. The Annual Award Summary for each Employee is made a part of this Agreement with regard to such Employee. |
2. | Grant Date, Price, and Plan. The grant date is and the Grant Price is $. Awards are made under the 2011 Omnibus Stock and Performance Incentive Plan. |
3. | Term of Awards, Exercise Installments, and Last Date to Exercise. Except as otherwise noted in this Agreement, the following summary table describes term of awards, exercise installments, and last date to exercise, subject to the more detailed provisions set forth below: |
Effective February 9, 2012
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Exhibit 10
Summary Table
Summary of Exercise Rules
| ||||
Status |
Condition |
Last Date to Exercise | ||
Active Employee |
10 years from grant date | |||
Retirement (age 55 and 5 years of service) |
Prior to Designated Date |
Canceled upon Termination | ||
On or after Designated Date |
10 years from grant date (award is prorated) | |||
Layoff |
Prior to Designated Date |
Canceled upon Termination | ||
On or after Designated Date |
10 years from grant date (award is prorated) | |||
Disability |
Any date after grant date |
10 years from grant date | ||
Death |
Any date after grant date |
10 years from grant date | ||
Divestitures, outsourcing, and moves to joint ventures |
Any date after grant date |
Canceled upon Termination, unless approval otherwise | ||
All other Terminations |
Prior to Designated Date |
Canceled upon Termination | ||
On or after Designated Date |
10 years from grant date (award is prorated) |
(a) | Exercise Installments and Expiration. Stock Options granted under this Agreement will become exercisable to the extent that one third of the number of shares of Stock subject to the Stock Option (rounded down to nearest whole share) shall be exercisable on the first anniversary date of the Stock Option grant. On the second anniversary date of the Stock Option grant, an additional one third of the number of shares of Stock (rounded down to nearest whole share) shall become exercisable. On the third anniversary date of the Stock Option grant, the remaining shares shall become exercisable. To the extent that an installment is not exercised when it becomes first exercisable, it will remain exercisable at any time thereafter until the Award shall be canceled, expire, or be surrendered. A Stock Option expires on the tenth anniversary of the date on which it was granted. |
(b) | Last Date to Exercise (Terminations). |
(i) | General Rule for Termination. If, prior to the exercise of Stock Options, the Optionees employment with a Participating Company shall be terminated prior to the Designated Date for any reason except death or Disability, such Award shall be canceled and all rights thereunder shall cease; provided that the Authorized Party may, in its or his sole discretion, determine that all or any portion of any other Award shall not be canceled due to Termination of Employment. If, prior to the exercise of Stock Options, the Optionees employment with a Participating Company shall be terminated on or after the Designated Date for any reason except death or Disability, the Optionee shall retain a prorated number of the Award shares granted. The number of Award shares retained will be computed by multiplying the original number of Award shares granted by a fraction, the numerator of which is the number of full months of employment from the first day of the |
Effective February 9, 2012
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Exhibit 10
first month of the year in which the Award was granted until the date the employee is terminated and the denominator of which is 12. Such calculation shall be rounded down to the nearest whole share. Employment terminated by reason of Layoff or Retirement shall also be subject to this provision. |
(ii) | Disability. If, after the date the Award is granted, an Optionee shall terminate employment following Disability of the Optionee, the Optionee shall retain all rights provided by the Award at the time of such Termination of Employment. |
(iii) | Death. If, after the date an Award is granted, an Optionee shall die while in the employ of a Participating Company, or after Termination of Employment by reason of Retirement, Disability, or Layoff (and prior to the cancellation of the Award), the executor or administrator of the estate of the Optionee or the person or persons to whom the Award shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent and distribution shall have the right to exercise the Award to the same extent the Optionee could have, had the Optionee not died. No transfer of an Award by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will and such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Award. |
(iv) | Transfers and Leaves. Transfer of employment between Participating Companies shall not constitute Termination of Employment for the purpose of any Award granted under the Program. Whether any leave of absence shall constitute Termination of Employment for the purposes of any Award granted under the Program shall be determined in each case in accordance with applicable law and by application of the policies and procedures adopted by the Company in relation to such leave of absence. |
(v) | Divestiture, Outsourcing, or Move to Joint Venture. If, after the date the Award is granted, an Optionee ceases to be employed by a Participating Company as a result of (a) the outsourcing of a function, (b) the sale or transfer of all or a portion of the equity interest of such Participating Company (removing it from the controlled group of companies of which the Company is a part), (c) the sale of all or substantially all of the assets of such Participating Company to another employer outside of the controlled group of corporations (whether the Optionee is offered employment or accepts employment with the other employer), (d) the Termination of the Optionee by Participating Company followed by employment within a reasonable time with a company or other entity in which the Company owns, directly or indirectly, at least a 50% interest, prior to exercise of an Award, or (e) any other sale of assets determined by the Authorized Party to be considered a divestiture under this program, the Authorized Party may, in its or his sole discretion, determine that all or a portion of any such Award shall not be canceled. |
(c) | Detrimental Activities and Suspension of Exercises. |
(i) | If the Authorized Party determines that, subsequent to the grant of any Award, the Employee has engaged or is engaging in any activity which, in the sole judgment of the Authorized Party, is or may be detrimental to the Company or a subsidiary, the Authorized Party may suspend the right of the Employee to exercise, refuse to honor the exercise of such Employees Awards already requested, or cancel all or part of the Award or Awards granted to that Employee. |
Effective February 9, 2012
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Exhibit 10
(ii) | If the Authorized Party, in its or his sole discretion, determines that the exercise of any Award has the possibility of violating any law, regulation, or decree pertaining to the Company, a subsidiary, or the Employee, the Authorized Party may freeze or suspend the Employees right to exercise until such time as the exercise of the Award would no longer, in the sole discretion of the Authorized Party, have the possibility of violating such law, regulation, or decree. |
(iii) | Notwithstanding anything herein to the contrary, any Award is subject to forfeiture or recoupment, in whole or in part, under applicable law, including the Sarbanes-Oxley Act and the Dodd-Frank Act. |
4. | Exercising the Stock Option. The Company has retained outside firms to administer Stock Options granted under the Plans (the third party administrators). The Option must be exercised in accordance with methods and at times set by the third party administrator and by the Employees delivering to the third party administrators such authorization as may be required. |
5. | Payment for Shares. The Grant Price for all shares of Stock purchased upon the exercise of a Stock Option, or a portion thereof, shall be paid in full at the time of such exercise. Such payment may be made in cash or by tendering shares of Stock having a value on the date of exercise equal to the Grant Price. Such value shall be the average of the high and low trading prices of the stock on the day of exercise. If the Optionee makes payment of the Grant Price by tendering shares of Stock, such Stock must be registered in the sole name of the Optionee on the exercise date or an appropriate Stock Power acceptable to the Company to transfer such stock to the sole name of the Optionee must be provided at the time of exercise. In the case of an Optionee who makes payment of the Grant Price by tendering shares of Stock, if the Company deems it appropriate, and if allowed by the applicable laws, regulations and rulings, the Company may accept an attestation from the Optionee in lieu of actual physical delivery to the Company of the shares to be tendered. The attestation must indicate the number of shares held, and if deemed necessary by the Company, the certificate numbers if the Stock is held in certificate form, or the broker and brokerage account number if the shares are held in a brokerage account, and any other information necessary to confirm ownership of the shares. The Company may not accept an attestation in lieu of physical delivery of the shares unless the shares are held in the sole name of the Optionee either in certificate form, or in a single brokerage account, or in such other form as the Company may deem appropriate. Depending on its source, Stock tendered in the exercise of a Stock Option must have met the appropriate holding period required by current tax, accounting, legal, or other applicable rules and regulations. At the election of the Optionee (but subject to any administrative limitations on exercise of Stock Options or permissible methods of option exercise imposed), the Stock Option may also be exercised by a net-share settlement method for exercising outstanding nonqualified stock options. The Committee, in its sole discretion and judgment, limit the extent to which shares of Stock may be used in exercising Stock Options or limit the use of any method or time of option exercise. |
6. | Assignment of Option and Exercises After Death. Rights under the Plans and this Agreement cannot be assigned or transferred other than by (i) will, (ii) beneficiary designation, or (iii) the laws of descent and distribution. In the event that a beneficiary designation conflicts with an assignment by will or under the laws of descent and distribution, the beneficiary designation will prevail. Upon the death of an Employee, exercise of the grant will be permitted only by the Employees designated beneficiary, executor, or personal representative of the Employees estate. |
7. | Tax Withholding. In the U.S. and many countries, the difference between the Grant Price and the value of the stock at the time of an Option exercise multiplied by the number of shares purchased is |
Effective February 9, 2012
- 4 -
Exhibit 10
compensation subject to tax withholding. The Option exercise will not be completed until all federal, state, local and other governmental withholding tax requirements have been met. Should a withholding tax obligation arise upon the exercise of a Stock Option, the withholding tax may be satisfied by withholding shares of Stock or by payment of cash. This withholding obligation includes, but is not limited to, federal, state, and local taxes, including applicable non-U.S. taxes, such as U.K. PAYE. The plan administrator will take such steps, as it deems necessary or desirable for the withholding of any taxes that are required by laws or regulations of any governmental authority in connection with any exercise. |
8. | Shareholder Rights. The Employee shall not have the rights of a shareholder until the Option has been exercised and ownership of shares of Common Stock has been transferred to the Employee. |
9. | Certain Adjustments. In the event certain corporate transactions, recapitalizations, or stock splits occur while a Stock Option is outstanding, the Grant Price and the number of Stock Option Shares shall be correspondingly adjusted. |
10. | Relationship to the Plan. In addition to the terms and conditions described in this Agreement, Awards are subject to all other applicable provisions of the Plan. The decisions of the Committee with respect to questions arising as to the interpretation of the Plan or this Agreement and as to findings of fact shall be final, conclusive, and binding. |
11. | No Employment Guarantee. No provision of this Agreement shall confer any right upon the Employee to continued employment with any Participating Company. |
12. | Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware. |
13. | Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of an Employee or to add to the rights of an Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, provided, in each case, that such changes or corrections shall not adversely affect the rights of the Employee with respect to the grant of an Option evidenced hereby without the Employees consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities or tax laws. |
Effective February 9, 2012
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Exhibit 10
DEFINITIONS
Capitalized terms not defined below shall have the meanings set forth in the Plan under which the Award is granted.
Authorized Party means the person who is authorized to approve an Award, exercise discretion or take action under the Administrative Procedure for the Stock Option (and Stock Appreciation Rights) Program and pursuant to the Program. With regard to Senior Officers, the Committee is the Authorized Party. With regard to other Employees, the Chief Executive Officer, acting as the Special Equity Award Committee of the Board of Directors of the Company, is the Authorized Party, although the Committee may act concurrently as the Authorized Party.
Award means any Stock Option granted to an Employee pursuant to such applicable terms, conditions, and limitations as the Authorized Party may establish in order to fulfill the objectives of the Program.
Change of Control has the meaning set forth in Attachment A to these Terms and Conditions.
Committee means the Human Resources and Compensation Committee of the Board of Directors of the Company, or any successor committee to it.
Common Stock means common stock, par value $.01 per share, of the Company.
Company means ConocoPhillips, a Delaware corporation.
Designated Date means the date set forth on the Employees Award Summary as the Designated Date.
Disability means a disability for which the employee in question has been determined to be entitled to either (i) benefits under the applicable plan of long-term disability of the Company or its subsidiaries or (ii) disability benefits under the Social Security Act. In the absence of any such determination, the Authorized Party may make a determination that the employee has a Disability.
Fair Market Value means, as of a particular date, the mean between the highest and lowest sales price per share of such Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the next succeeding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at the time of exercise.
Grant Price means the price at which an Employee may exercise his or her right to receive cash or Common Stock, as applicable, under the terms of an Award.
Layoff means an applicable Termination of Employment due to layoff under the ConocoPhillips Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or redundancy under any similar layoff or redundancy plan which the Company or its subsidiaries may adopt from time to time. If all or any portion of the benefits under the redundancy or layoff plan are contingent on the employees signing a general release of liability, such Termination shall not be considered as a Layoff for purposes of this Award unless the employee executes and does not revoke a general release of liability, acceptable to the Company, under the terms of such layoff or redundancy plan.
Effective February 9, 2012
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Exhibit 10
Nonqualified Stock Option means a Stock Option that is not an Incentive Stock Option.
Optionee means an individual holding a Stock Option.
Option Shares means the shares of Common Stock issuable upon exercise of a Stock Option covered by this Agreement.
Participating Company includes ConocoPhillips and its 100% owned subsidiaries, including both those directly owned and those owned through subsidiaries, whose participation has been approved by the Authorized Party.
Retirement means Termination at age 55 or older with a minimum of 5 years service with a Participating Company; provided, however, that with regard to an Employee not on the United States payroll, the CEO may approve the use of a different definition. Service is defined by the policies of the Participating Company.
Senior Officer means the Chairman of the Board, the CEO, all other executive officers of the Company (determined in accordance with the Companys custom and practice pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended), all other employees of the Company who report directly to the CEO and whose salary grade is 23 or higher, and all other employees of the Company whose salary grade is 26 or higher.
Stock means shares of common stock of the Company, par value $.01.
Stock Option means the right to purchase a specified number of shares of Common Stock at a specified Grant Price pursuant to such applicable terms, conditions, and limitations established by the Authorized Party.
Termination and Termination of Employment mean cessation of employment with the Participating Companies, determined in accordance with the policies and practices of the Participating Company for whom the Employee was last performing services.
Effective February 9, 2012
- 7 -
Exhibit 10
Attachment A
Change of Control
The following definitions apply to the Change of Control provision in Paragraph 10 of the Plan.
Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination.
Associate shall mean, with reference to any Person, (a) any corporation, firm, partnership, association, unincorporated organization or other entity (other than the Company or a subsidiary of the Company) of which such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.
Beneficial Owner shall mean, with reference to any securities, any Person if:
(a) such Person or any of such Persons Affiliates and Associates, directly or indirectly, is the beneficial owner of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect at the time of determination) such securities or otherwise has the right to vote or dispose of such securities;
(b) such Person or any of such Persons Affiliates and Associates, directly or indirectly, has the right or obligation to acquire such securities (whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Persons Affiliates or Associates until such tendered securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or
(c) such Person or any of such Persons Affiliates or Associates (i) has any agreement, arrangement or understanding (whether or not in writing) with any other Person (or any Affiliate or Associate thereof) that beneficially owns such securities for the purpose of acquiring, holding, voting (except as set forth in the provision to subsection (a) of this definition) or disposing of such securities or (ii) is a member of a group (as that term is used in Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) that includes any other Person that beneficially owns such securities;
provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to beneficially own, any securities acquired through such Persons participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition. For purposes hereof, voting a security shall include voting, granting a proxy, consenting or making a request or demand relating to corporate action (including, without limitation, a demand for a shareholder list, to call a shareholder meeting or to inspect corporate books and records) or otherwise giving an authorization (within the meaning of Section 14(a) of the Exchange Act) in respect of such security.
Effective February 9, 2012
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Exhibit 10
The terms beneficially own and beneficially owning shall have meanings that are correlative to this definition of the term Beneficial Owner.
Board shall have the meaning set forth in the foregoing Plan.
Change of Control shall mean any of the following occurring on or after May 11, 2011:
(a) any Person (other than an Exempt Person) shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding; provided, however, that no Change of Control shall be deemed to occur for purposes of this subsection (a) if such Person shall become a Beneficial Owner of 20% or more of the shares of Common Stock or 20% or more of the combined voting power of the Voting Stock of the Company solely as a result of (i) an Exempt Transaction or (ii) an acquisition by a Person pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this definition are satisfied;
(b) individuals who, as of May 11, 2011, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 11, 2011 whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; provided, further, that there shall be excluded, for this purpose, any such individual whose initial assumption of office occurs as a result of any actual or threatened Election Contest that is subject to the provisions of Rule 14a-11 of the General Rules and Regulations under the Exchange Act;
(c) the Company shall consummate a reorganization, merger, or consolidation, in each case, unless, following such reorganization, merger, or consolidation, (i) 50% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation and the combined voting power of the then outstanding Voting Stock of such corporation or other entity are beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such reorganization, merger, or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, or consolidation, of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any Person beneficially owning, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation, or common equity securities of an entity other than a corporation, resulting from such reorganization, merger, or consolidation or the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (iii) at least a majority of the members of the board of directors of the corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the initial agreement or initial action by the Board providing for such reorganization, merger, or consolidation; or
(d)(i) the shareholders of the Company shall approve a complete liquidation or dissolution of the Company unless such liquidation or dissolution is approved as part of a plan of
Effective February 9, 2012
- 9 -
Exhibit 10
liquidation and dissolution involving a sale or disposition of all or substantially all of the assets of the Company to a corporation with respect to which, following such sale or other disposition, all of the requirements of clauses (ii)(A), (B), and (C) of this subsection (d) are satisfied, or (ii) the Company shall consummate the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation or other entity, with respect to which, following such sale or other disposition, (A) 50% or more of the then outstanding shares of common stock of such corporation, or common equity securities of an entity other than a corporation, and the combined voting power of the Voting Stock of such corporation or other entity is then beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding Common Stock immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock, (B) no Person (excluding any Exempt Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Common Stock then outstanding or 20% or more of the combined voting power of the Voting Stock of the Company then outstanding) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation, or common equity securities of an entity other than a corporation, and the combined voting power of the then outstanding Voting Stock of such corporation or other entity, and (C) at least a majority of the members of the board of directors of such corporation, or the body which is most analogous to the board of directors of a corporation if not a corporation, were members of the Incumbent Board at the time of the initial agreement or initial action of the Board providing for such sale or other disposition of assets of the Company.
Common Stock shall have the meaning set forth in the foregoing Plan.
Company shall have the meaning set forth in the foregoing Plan.
Election Contest shall mean a solicitation of proxies of the kind described in Rule 14a-12(c) under the Exchange Act.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Exempt Person shall mean any of the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed, or established by the Company for or pursuant to the terms of any such plan.
Exempt Rights shall mean any rights to purchase shares of Common Stock or other Voting Stock of the Company if at the time of the issuance thereof such rights are not separable from such Common Stock or other Voting Stock (i.e., are not transferable otherwise than in connection with a transfer of the underlying Common Stock or other Voting Stock), except upon the occurrence of a contingency, whether such rights exist as of May 11, 2011 or are thereafter issued by the Company as a dividend on shares of Common Stock or other Voting Securities or otherwise.
Exempt Transaction shall mean an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or
Effective February 9, 2012
- 10 -
Exhibit 10
Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.
Person shall mean any individual, firm, corporation, partnership, association, trust, unincorporated organization, or other entity.
Voting Stock shall mean, (1) with respect to a corporation, all securities of such corporation of any class or series that are entitled to vote generally in the election of, or to appoint by contract, directors of such corporation (excluding any class or series that would be entitled so to vote by reason of the occurrence of any contingency, so long as such contingency has not occurred) and (ii) with respect to an entity which is not a corporation, all securities of any class or series that are entitled to vote generally in the election of, or to appoint by contract, members of the body which is most analogous to the board of directors of a corporation .
Effective February 9, 2012
- 11 -
Exhibit 12
CONOCOPHILLIPS AND CONSOLIDATED SUBSIDIARIES
TOTAL ENTERPRISE
Computation of Ratio of Earnings to Fixed Charges
Millions of Dollars | ||||||||
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
Earnings Available for Fixed Charges |
||||||||
Income from continuing operations before income taxes and noncontrolling interests that have not incurred fixed charges |
$ | 5,459 | 5,783 | |||||
Distributions less than equity in earnings of affiliates |
(423 | ) | (523 | ) | ||||
Fixed charges, excluding capitalized interest* |
489 | 348 | ||||||
|
||||||||
$ | 5,525 | 5,608 | ||||||
|
||||||||
Fixed Charges |
||||||||
Interest and debt expense, excluding capitalized interest |
$ | 355 | 262 | |||||
Capitalized interest |
146 | 112 | ||||||
Interest portion of rental expense |
45 | 46 | ||||||
|
||||||||
$ | 546 | 420 | ||||||
|
||||||||
Ratio of Earnings to Fixed Charges |
10.1 | 13.4 | ||||||
|
*Includes | amortization of capitalized interest totaling approximately $89 million in 2012 and $40 million in 2011. |
Exhibit 31.1
CERTIFICATION
I, James J. Mulva, certify that:
1. | I have reviewed this report on Form 10-Q of ConocoPhillips; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
April 30, 2012
/s/ James J. Mulva |
James J. Mulva |
Chairman, President and |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Jeff W. Sheets, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ConocoPhillips; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
April 30, 2012
/s/ Jeff W. Sheets |
Jeff W. Sheets |
Senior Vice President, Finance and |
Chief Financial Officer |
Exhibit 32
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of ConocoPhillips (the Company) on Form 10-Q for the period ended March 31, 2012, as filed with the U.S. Securities and Exchange Commission on the date hereof (the Report), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:
(1) | The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
April 30, 2012
/s/ James J. Mulva |
James J. Mulva |
Chairman, President and |
Chief Executive Officer |
/s/ Jeff W. Sheets |
Jeff W. Sheets |
Senior Vice President, Finance and |
Chief Financial Officer |
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Related Party Transactions (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant transactions with related parties |
|
Contingencies and Commitments (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Dec. 31, 2011
|
|
Contingencies and Commitments (Textual) [Abstract] | ||
Total environmental accrual included in balance sheet | $ 920 | $ 922 |
Expected years to incur the majority of expenditures | 30 years | |
Performance obligations secured by letters of credit | 2,551 | |
Letters of credit issued under revolving credit facilities | $ 26 | $ 40 |
Impairments (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | $ 259 | |
Exploration and Production (E&P) [Member] | United States [Member]
|
||
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | 2 | |
Exploration and Production (E&P) [Member] | International [Member]
|
||
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | 214 | |
Refining and Marketing (R&M) [Member]
|
||
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | 42 | |
Refining and Marketing (R&M) [Member] | United States [Member]
|
||
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | 1 | |
Refining and Marketing (R&M) [Member] | International [Member]
|
||
Impairment charges by segment, before-tax | ||
Tangible asset impairment charges | $ 42 |
Segment Disclosures and Related Information (Details Textual)
|
Mar. 31, 2012
|
---|---|
DCP Midstream, LLC [Member]
|
|
Segment Disclosures and Related Information (Textual) [Abstract] | |
Equity interest of ConocoPhillips | 50.00% |
Chevron Phillips Chemical Company LLC [Member]
|
|
Segment Disclosures and Related Information (Textual) [Abstract] | |
Equity interest of ConocoPhillips | 50.00% |
Financial Instruments and Derivative Contracts (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2012
|
Dec. 31, 2011
|
Mar. 31, 2011
|
Dec. 31, 2010
|
||||
---|---|---|---|---|---|---|---|---|
Financial Instruments | ||||||||
Cash | $ 1,066 | $ 1,169 | ||||||
Short-term Investments | 508 | [1] | 581 | [1] | ||||
Cash and cash equivalents | 3,707 | 5,780 | 6,172 | 9,454 | ||||
Time Deposits [Member] | Remaining maturities from 1 to 90 days [Member]
|
||||||||
Financial Instruments | ||||||||
Cash & Cash Equivalents, Carrying Amount | 2,209 | 4,318 | ||||||
Short-term Investments, Carrying Amount | 101 | 349 | ||||||
Time Deposits [Member] | Remaining maturities from 91 to 180 days [Member]
|
||||||||
Financial Instruments | ||||||||
Cash & Cash Equivalents, Carrying Amount | ||||||||
Short-term Investments, Carrying Amount | ||||||||
Commercial Paper [Member] | Remaining maturities from 1 to 90 days [Member]
|
||||||||
Financial Instruments | ||||||||
Short-term Investments, Carrying Amount | 407 | 232 | ||||||
Cash & Cash Equivalents, Carrying Amount | 96 | 293 | ||||||
Commercial Paper [Member] | Remaining maturities from 91 to 180 days [Member]
|
||||||||
Financial Instruments | ||||||||
Short-term Investments, Carrying Amount | ||||||||
Cash & Cash Equivalents, Carrying Amount | ||||||||
Government Obligations [Member] | Remaining maturities from 1 to 90 days [Member]
|
||||||||
Financial Instruments | ||||||||
Short-term Investments, Carrying Amount | ||||||||
Cash & Cash Equivalents, Carrying Amount | 336 | |||||||
Government Obligations [Member] | Remaining maturities from 91 to 180 days [Member]
|
||||||||
Financial Instruments | ||||||||
Short-term Investments, Carrying Amount | ||||||||
Cash & Cash Equivalents, Carrying Amount | ||||||||
|
Impairments (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairment Charges by Segment Before Tax |
|
Financial Instruments and Derivative Contracts (Details 2) (Commodity derivatives [Member], USD $)
In Millions, unless otherwise specified |
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Prepaid expenses and other current assets [Member]
|
||
fair value of commodity derivative assets and liabilities ,without netting | ||
Commodity derivative assets | $ 5,048 | $ 4,433 |
Other assets [Member]
|
||
fair value of commodity derivative assets and liabilities ,without netting | ||
Commodity derivative assets | 399 | 415 |
Other accruals [Member]
|
||
fair value of commodity derivative assets and liabilities ,without netting | ||
Commodity derivative liabilities | 5,047 | 4,350 |
Other liabilities and deferred credits [Member]
|
||
fair value of commodity derivative assets and liabilities ,without netting | ||
Commodity derivative liabilities | $ 433 | $ 374 |
Income Taxes (Details)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Income Taxes (Textual) [Abstract] | ||
Effective tax rate | 46.00% | 48.00% |
Domestic federal statutory rate | 35.00% |
Related Party Transactions
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
Note 18—Related Party Transactions Significant transactions with related parties were:
|
Debt (Details Textual) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Dec. 31, 2011
|
|
Additional One Debt (Textual) [Abstract] | ||
Total amount under revolving credit facilities | $ 8,000,000,000 | |
Debt (Textual) [Abstract] | ||
Maturity period of commercial paper (in days) | 90 days | |
Direct outstanding borrowings under the revolving credit facilities | 0 | 0 |
Letters of credit issued under revolving credit facilities | 26,000,000 | 40,000,000 |
Commercial paper outstanding | 1,097,000,000 | 1,128,000,000 |
Credit facilities remaining after commercial paper outstanding and issuance of letters of credit | 6,900,000,000 | |
Classification of short-term debt as long-term debt | 1,010,000,000 | |
Redemption price plus accrued interest | 290,000,000 | |
ConocoPhillips [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
ConocoPhillips Commercial Paper Program | 6,350,000,000 | |
ConocoPhillips Qatar Funding Ltd. [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
ConocoPhillips Commercial Paper Program | 1,500,000,000 | |
Subsidiaries one [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
Percentage share of the remaining contracted volumes | 100.00% | |
Senior Notes due 2015 [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
Aggregate principal amount through a private placement | 800,000,000 | |
Stated percentage of debt | 1.95% | |
Senior Notes due 2017 [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
Aggregate principal amount through a private placement | 1,500,000,000 | |
Stated percentage of debt | 2.95% | |
Senior Notes due 2022 [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
Aggregate principal amount through a private placement | 2,000,000,000 | |
Stated percentage of debt | 4.30% | |
Senior Notes due 2042 [Member]
|
||
Additional One Debt (Textual) [Abstract] | ||
Aggregate principal amount through a private placement | $ 1,500,000,000 | |
Stated percentage of debt | 5.875% |
Variable Interest Entities (VIEs) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
ft3
|
Dec. 31, 2011
|
|
Freeport GP [Member]
|
||
Variable Interest Entities (VIEs) (Textual) [Abstract] | ||
Percentage share of the remaining contracted volumes | 50.00% | |
Freeport LNG [Member]
|
||
Variable Interest Entities (VIEs) (Textual) [Abstract] | ||
Long-term agreement with Freeport LNG to use LNG regasification capacity, cubic feet per day | 900,000,000 | |
Loan balance outstanding | $ 602 | $ 612 |
Supplementary Information - Condensed Consolidating Financial Information (Details 3) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
Mar. 31, 2012
ConocoPhillips [Member]
|
Mar. 31, 2011
ConocoPhillips [Member]
|
Mar. 31, 2012
ConocoPhillips Company [Member]
|
Mar. 31, 2011
ConocoPhillips Company [Member]
|
Mar. 31, 2012
ConocoPhillips Australia Funding Company [Member]
|
Dec. 31, 2011
ConocoPhillips Australia Funding Company [Member]
|
Mar. 31, 2012
ConocoPhillips Canada Funding Company I [Member]
|
Mar. 31, 2011
ConocoPhillips Canada Funding Company I [Member]
|
Mar. 31, 2011
ConocoPhillips Canada Funding Company II [Member]
|
Mar. 31, 2012
ConocoPhillips Canada Funding Company II [Member]
|
Dec. 31, 2011
ConocoPhillips Canada Funding Company II [Member]
|
Mar. 31, 2012
All Other Subsidiaries [Member]
|
Mar. 31, 2011
All Other Subsidiaries [Member]
|
Mar. 31, 2012
Consolidating Adjustments [Member]
|
Mar. 31, 2011
Consolidating Adjustments [Member]
|
|
Cash Flows From Operating Activities | |||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 4,182 | $ 1,947 | $ 2,708 | $ 2,506 | $ 3,904 | $ (1,974) | $ (1) | $ (1) | $ (7) | $ (8) | $ 1,711 | $ (2,421) | $ (288) | ||||
Cash Flows From Investing Activities | |||||||||||||||||
Capital expenditures and investments | (4,260) | (2,884) | (633) | (426) | (3,627) | (2,458) | |||||||||||
Proceeds from asset dispositions | 1,109 | 1,787 | 329 | 1,109 | 1,458 | ||||||||||||
Net sales (purchases) of short-term investments | 92 | (1,170) | 92 | (1,170) | |||||||||||||
Long-term advances/loans-related parties | 4 | 4 | (2) | 2 | (4) | (2,077) | 6 | 2,083 | |||||||||
Collection of advances/loans-related parties | 38 | 40 | 92 | 104 | 5,228 | 29 | (5,282) | (93) | |||||||||
Other | 7 | 12 | 7 | 12 | |||||||||||||
Net Cash Used in Investing Activities | (3,010) | (2,211) | (543) | 9 | (4) | 2,809 | (4,206) | (5,276) | 1,990 | ||||||||
Cash Flows From Financing Activities | |||||||||||||||||
Issuance of debt | 5,794 | 2,073 | 4 | 5,800 | 6 | (6) | (2,083) | ||||||||||
Repayment of debt | (54) | (373) | (5,220) | (343) | (116) | (123) | 5,282 | 93 | |||||||||
Change in restricted cash | (6,050) | (6,050) | |||||||||||||||
Issuance of company common stock | 36 | 75 | 36 | 75 | |||||||||||||
Repurchase of company common stock | (1,899) | (1,636) | (1,899) | (1,636) | |||||||||||||
Dividends paid on company common stock | (843) | (944) | (843) | (944) | (2,421) | (288) | 2,421 | 288 | |||||||||
Other | (254) | (183) | (2) | (1) | (252) | (182) | |||||||||||
Net Cash Used in Financing Activities | (3,270) | (3,061) | (2,708) | (2,506) | (5,220) | 1,730 | 4 | (3,039) | (587) | 7,697 | (1,702) | ||||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 25 | 43 | 25 | 43 | |||||||||||||
Net Change in Cash and Cash Equivalents | (2,073) | (3,282) | (1,859) | (235) | (1) | (5) | (3) | (213) | (3,039) | ||||||||
Cash and cash equivalent at beginning of period | 5,780 | 9,454 | 2,028 | 718 | 1 | 1 | 38 | 29 | 4 | 1 | 1 | 3,712 | 8,703 | ||||
Cash and Cash Equivalent at End of Period | $ 3,707 | $ 6,172 | $ 169 | $ 483 | $ 1 | $ 1 | $ 37 | $ 24 | $ 1 | $ 1 | $ 1 | $ 3,499 | $ 5,664 |
Cash Flow Information (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Cash Flow Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Flow Information |
|
Noncontrolling Interests (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Activity for equity attributable to noncontrolling interests | ||
Beginning Balance | $ 65,734 | $ 69,109 |
Net Income | 2,955 | 3,042 |
Dividends paid on company common stock | (843) | (944) |
Repurchase of company common stock | (1,899) | (1,636) |
Distributions to noncontrolling interests | (19) | (12) |
Other changes, net | 1,115 | 962 |
Ending Balance | 67,043 | 70,521 |
Noncontrolling Interest [Member]
|
||
Activity for equity attributable to noncontrolling interests | ||
Beginning Balance | 510 | 547 |
Net Income | 18 | 14 |
Distributions to noncontrolling interests | (19) | (12) |
Ending Balance | 509 | 549 |
Common Stockholders' Equity [Member]
|
||
Activity for equity attributable to noncontrolling interests | ||
Beginning Balance | 65,224 | 68,562 |
Net Income | 2,937 | 3,028 |
Dividends paid on company common stock | (843) | (944) |
Repurchase of company common stock | (1,899) | (1,636) |
Other changes, net | 1,115 | 962 |
Ending Balance | $ 66,534 | $ 69,972 |
Related Party Transactions (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Significant transactions with related parties | ||
Operating revenues and other income | $ 1,991 | $ 1,816 |
Purchases | 5,088 | 4,354 |
Operating expenses and selling, general and administrative expenses | 67 | 105 |
Net interest expense | $ 14 | $ 19 |
Financial Instruments and Derivative Contracts (Details 6) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Foreign currency exchange derivatives [Member] | Carrying Amount [Member]
|
||
Financial Assets | ||
Foreign currency exchange derivatives | $ 22 | $ 13 |
Financial Liabilities | ||
Foreign currency exchange derivatives | 7 | 23 |
Foreign currency exchange derivatives [Member] | Fair Value [Member]
|
||
Financial Assets | ||
Foreign currency exchange derivatives | 22 | 13 |
Financial Liabilities | ||
Foreign currency exchange derivatives | 7 | 23 |
Interest rate derivatives [Member] | Carrying Amount [Member]
|
||
Financial Assets | ||
Interest rate derivatives | 27 | 31 |
Interest rate derivatives [Member] | Fair Value [Member]
|
||
Financial Assets | ||
Interest rate derivatives | 27 | 31 |
Commodity derivatives [Member] | Carrying Amount [Member]
|
||
Financial Assets | ||
Price risk derivative assets | 781 | 814 |
Financial Liabilities | ||
Price risk derivative liabilities | 444 | 446 |
Commodity derivatives [Member] | Fair Value [Member]
|
||
Financial Assets | ||
Price risk derivative assets | 781 | 814 |
Financial Liabilities | ||
Price risk derivative liabilities | 444 | 446 |
Total debt, excluding capital leases [Member] | Carrying Amount [Member]
|
||
Financial Liabilities | ||
Total debt, excluding capital leases, carrying amount | 28,331 | 22,592 |
Total debt, excluding capital leases [Member] | Fair Value [Member]
|
||
Financial Liabilities | ||
Total debt, excluding capital leases, carrying amount | 32,496 | 27,065 |
Joint venture acquisition obligation [Member] | Carrying Amount [Member]
|
||
Financial Liabilities | ||
Joint venture acquisition obligation, carrying amount | 4,135 | 4,314 |
Joint venture acquisition obligation [Member] | Fair Value [Member]
|
||
Financial Liabilities | ||
Joint venture acquisition obligation, fair value | $ 4,627 | $ 4,820 |
Suspended Wells (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Dec. 31, 2011
|
|
Suspended Wells | ||
Capitalized cost of suspended wells | $ 1,008 | $ 1,037 |
Decrease capitalized cost of suspended wells | $ 29 |
Variable Interest Entities (VIEs)
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Variable Interest Entities VIEs [Abstract] | |
Variable Interest Entities (VIEs) |
Note 2—Variable Interest Entities (VIEs) We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. Information on our significant VIE follows: We have an agreement with Freeport LNG Development, L.P. (Freeport LNG) to participate in a liquefied natural gas (LNG) receiving terminal in Quintana, Texas. We have no ownership in Freeport LNG; however, we own a 50 percent interest in Freeport LNG GP, Inc. (Freeport GP), which serves as the general partner managing the venture. We entered into a credit agreement with Freeport LNG, whereby we agreed to provide loan financing for the construction of the terminal. We also entered into a long-term agreement with Freeport LNG to use 0.9 billion cubic feet per day of regasification capacity. The terminal became operational in June 2008, and we began making payments under the terminal use agreement. Freeport LNG began making loan repayments in September 2008, and the loan balance outstanding was $602 million at March 31, 2012, and $612 million at December 31, 2011. Freeport LNG is a VIE because Freeport GP holds no equity in Freeport LNG, and the limited partners of Freeport LNG do not have any substantive decision making ability. We performed an analysis of the expected losses and determined we are not the primary beneficiary. This expected loss analysis took into account that the credit support arrangement requires Freeport LNG to maintain sufficient commercial insurance to mitigate any loan losses. The loan to Freeport LNG is accounted for as a financial asset, and our investment in Freeport GP is accounted for as an equity investment. |
Financial Instruments and Derivative Contracts (Details Textual) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2012
|
Dec. 31, 2011
|
Jun. 30, 2010
4.6% Bonds [Member]
|
Mar. 31, 2012
Treasury Bills [Member]
|
Mar. 31, 2012
Treasury Notes [Member]
|
|
Debt Instrument [Line Items] | |||||
Amount converted by interest rate swap execution | $ 500 | ||||
Interest rate of fixed bonds | 4.60% | ||||
Funds in the escrow accounts invested in U.S. Treasury Bills & Notes | 5,920 | 130 | |||
Financial Instruments and Derivative Contracts (Textual) [Abstract] | |||||
Financial instruments designated as Restricted cash | 6,050 | ||||
Redemption price plus accrued interest | 290 | ||||
Payment term of receivables | 30 days or less | ||||
Aggregate fair value of all derivative instruments in a liability position | 249 | 237 | |||
Collateral was posted for derivative instruments in a liability position | 4 | 3 | |||
Additional collateral, either in the form of cash or letters of credit | 245 | ||||
Fixed-rate on joint venture acquisition obligation | 5.30% | ||||
Effective yield rate | 0.97% | 1.24% | |||
Obligations to return cash collateral | 21 | ||||
Rights to reclaim cash collateral | $ 391 | $ 244 |