EX-99.1 2 a16-9552_1ex99d1.htm EX-99.1 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1

 

INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2016

(UNAUDITED)

 

REPSOL OIL & GAS CANADA INC.

 



 

Condensed Consolidated Balance Sheets

 

(Unaudited)

 

 

March 31,

 

December 31,

 

(millions of US$)

 

2016

 

2015

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

 

77

 

98

 

Accounts receivable

 

374

 

372

 

Income and other taxes receivable

 

65

 

67

 

Amount due from related party

 

 

334

 

Inventories

 

93

 

103

 

Prepaid expenses

 

21

 

25

 

 

 

 630

 

999

 

Other assets (note 6)

 

185

 

184

 

Investments (note 5)

 

394

 

392

 

Goodwill

 

274

 

274

 

Property, plant and equipment (note 7)

 

7,116

 

7,289

 

Exploration and evaluation assets (note 7)

 

1,667

 

1,664

 

Deferred tax assets

 

1,332

 

1,219

 

 

 

10,968

 

11,022

 

Total assets

 

11,598

 

12,021

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

 

 

 

 

 

Bank indebtedness

 

8

 

7

 

Accounts payable and accrued liabilities

 

867

 

884

 

Obligation to fund equity investee (note 5)

 

557

 

571

 

Income and other taxes payable

 

65

 

65

 

Loans from joint ventures (note 5)

 

29

 

14

 

Current portion of long-term debt (note 10)

 

6

 

156

 

 

 

1,532

 

1,697

 

Decommissioning liabilities (note 8)

 

764

 

755

 

Other long-term obligations (note 11)

 

238

 

233

 

Loans from related parties (note 10)

 

1,616

 

1,007

 

Obligation to fund equity investee (note 5)

 

 

56

 

Long-term debt (note 10)

 

1,475

 

2,111

 

Deferred tax liabilities

 

580

 

613

 

 

 

4,673

 

4,775

 

 

 

 

 

 

 

Contingencies and commitments (note 14)

 

 

 

 

 

 

 

 

 

 

 

Shareholder’s equity

 

 

 

 

 

Common shares (note 12)

 

3,492

 

3,492

 

Contributed surplus

 

86

 

86

 

Retained earnings

 

1,115

 

1,271

 

Accumulated other comprehensive income

 

700

 

700

 

 

 

5,393

 

5,549

 

Total liabilities and shareholder’s equity

 

11,598

 

12,021

 

 

See accompanying notes.

 

1



 

Condensed Consolidated Statements of Loss

 

(Unaudited)

 

 

Three months ended March 31,

 

(millions of US$)

 

2016

 

2015

 

 

 

 

 

(restated -
note 4)

 

Revenue

 

 

 

 

 

Sales

 

404

 

604

 

Other income (note 15)

 

45

 

40

 

Income (loss) from joint ventures, after tax (note 5)

 

18

 

(207

)

Total revenue and other income

 

467

 

437

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

Operating

 

180

 

251

 

Transportation

 

42

 

50

 

General and administrative

 

63

 

84

 

Depreciation, depletion and amortization

 

314

 

411

 

Impairment

 

 

48

 

Dry hole

 

12

 

13

 

Exploration

 

29

 

24

 

Finance costs (note 9)

 

54

 

84

 

Share-based payments recovery

 

 

(6

)

Gain on held-for-trading financial instruments

 

 

(193

)

Loss on disposals

 

 

5

 

Other, net (note 16)

 

23

 

17

 

Total expenses

 

717

 

788

 

Loss from continuing operations before taxes

 

(250

)

(351

)

Income taxes (note 17)

 

 

 

 

 

Current income tax

 

40

 

70

 

Deferred income tax recovery

 

(145

)

(24

)

 

 

(105

)

46

 

Net loss from continuing operations

 

(145

)

(397

)

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

Net loss from discontinued operations (note 4)

 

 

(42

)

Net loss

 

(145

)

(439

)

 

 

 

 

 

 

Per common share (US$):

 

 

 

 

 

Net loss from continuing operations

 

(0.08

)

(0.39

)

Net loss from discontinued operations

 

 

(0.04

)

Net loss

 

(0.08

)

(0.43

)

Diluted net loss from continuing operations

 

(0.08

)

(0.39

)

Diluted net loss from discontinued operations

 

 

(0.04

)

Diluted net loss

 

(0.08

)

(0.43

)

 

 

 

 

 

 

Weighted average number of common shares outstanding (millions)

 

 

 

 

 

Basic

 

1,830

 

1,033

 

Diluted

 

1,830

 

1,033

 

 

See accompanying notes.

 

2



 

Condensed Consolidated Statements of Comprehensive Loss

 

(Unaudited)

 

 

 

Three months ended March 31,

 

(millions of US$)

 

2016

 

2015

 

 

 

 

 

 

 

Net loss

 

(145

)

(439

)

 

 

 

 

 

 

Remeasurements relating to pension and other post-employment benefit plans1

 

(2

)

2

 

Share of remeasurements relating to pension and other post-employment benefit plans from joint ventures2 (note 5)

 

(9

)

 

Other comprehensive income (loss) not being reclassified to net income or loss in subsequent periods

 

(11

)

2

 

Comprehensive loss

 

(156

)

(437

)

 


(1)  Net of tax of $1 million (2015 - $nil).

(2)  Net of tax of $nil.

 

See accompanying notes.

 

3



 

Condensed Consolidated Statements of Changes in Shareholder’s Equity

 

(Unaudited)

 

 

 

Three months ended March 31,

 

(millions of US$)

 

2016

 

2015

 

 

 

 

 

 

 

Common shares (note 12)

 

 

 

 

 

Balance at beginning of period

 

3,492

 

1,738

 

Shares purchased and held in trust for long-term PSU plan

 

 

(30

)

Shares released from trust for long-term PSU plan

 

 

86

 

Balance at end of period

 

3,492

 

1,794

 

 

 

 

 

 

 

Contributed surplus

 

 

 

 

 

Balance at beginning of period

 

86

 

176

 

Settlement of long-term PSU plan grant

 

 

(86

)

Share-based payments

 

 

5

 

Balance at end of period

 

86

 

95

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

Balance at beginning of period

 

1,271

 

4,489

 

Net loss

 

(145

)

(439

)

Remeasurements of employee benefit plans transferred to retained earnings

 

(2

)

2

 

Share of remeasurements of employee benefit plans from joint ventures transferred to retained earnings

 

(9

)

 

Preferred share dividends

 

 

(2

)

Balance at end of period

 

1,115

 

4,050

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

 

 

 

 

Balance at beginning of period

 

700

 

811

 

Other comprehensive income (loss)

 

(11

)

2

 

Remeasurements of employee benefit plans transferred to retained earnings

 

2

 

(2

)

Share of remeasurements of employee benefit plans from joint ventures transferred to retained earnings

 

9

 

 

Balance at end of period

 

700

 

811

 

 

See accompanying notes.

 

4



 

Condensed Consolidated Statements of Cash Flows

 

(Unaudited)

 

 

 

Three months ended March 31,

 

(millions of US$)

 

2016

 

2015

 

 

 

 

 

(restated -
note 4)

 

Operating activities

 

 

 

 

 

Net loss from continuing operations

 

(145

)

(397

)

Add: Finance costs (cash and non-cash) (note 9)

 

54

 

84

 

Items not involving cash (note 18)

 

134

 

968

 

 

 

43

 

655

 

Changes in non-cash working capital

 

94

 

(90

)

Cash provided by operating activities from continuing operations

 

137

 

565

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

 

 

 

 

Exploration, development and other

 

(164

)

(273

)

Investments

 

(2

)

 

Investment in joint venture (note 5)

 

(59

)

(163

)

Changes in non-cash working capital

 

(96

)

(188

)

Cash used in investing activities from continuing operations

 

(321

)

(624

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Long-term debt repaid (note 10)

 

(748

)

(349

)

Long-term debt issued

 

 

452

 

Loans from joint ventures, net of repayments (note 5)

 

15

 

20

 

Loans from related parties (note 10)

 

609

 

 

Amount due from related parties (note 10)

 

334

 

 

Common shares purchased (note 12)

 

 

(30

)

Finance costs (note 9)

 

(44

)

(78

)

Preferred share dividends

 

 

(2

)

Deferred credits and other

 

(5

)

(9

)

Changes in non-cash working capital

 

2

 

21

 

Cash provided by financing activities from continuing operations

 

163

 

25

 

Effect of translation on foreign currency cash and cash equivalents

 

(1

)

(1

)

Cash used in operating activities from discontinued operations (note 4)

 

 

(9

)

Cash used in investing activities from discontinued operations (note 4)

 

 

(27

)

Net decrease in cash and cash equivalents

 

(22

)

(71

)

Cash and cash equivalents net of bank indebtedness, beginning of period

 

91

 

253

 

Cash and cash equivalents net of bank indebtedness, end of period

 

69

 

182

 

 

 

 

 

 

 

Cash and cash equivalents

 

77

 

182

 

Bank indebtedness

 

(8

)

 

Cash and cash equivalents net of bank indebtedness, end of period

 

69

 

182

 

 

See accompanying notes.

 

5



 

Notes to the Interim Condensed Consolidated Financial Statements

 

(Unaudited)

(tabular amounts in millions of US dollars, except as noted)

 

1. CORPORATE INFORMATION

 

On January 1, 2016, the Articles of the Company were amended to change the name of the Company from Talisman Energy Inc. to Repsol Oil & Gas Canada Inc (“ROGCI” or “the Company”).

 

ROGCI is a company incorporated under the Canada Business Corporations Act and domiciled in Alberta, Canada. The Company’s common shares are wholly owned by a subsidiary of its ultimate parent Repsol S.A (“Repsol”). Its registered office is located at Suite 2000, 888 — 3rd Street SW, Calgary, Alberta, Canada, T2P 5C5.

 

The Company is in the business of exploration, development, production and marketing of crude oil, natural gas and natural gas liquids (NGLs).

 

The interim condensed Consolidated Financial Statements as at and for the three month period ended March 31, 2016 were approved by the Audit Committee on May 5, 2016.

 

2. BASIS OF PREPARATION

 

These interim condensed Consolidated Financial Statements have been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). Certain information and disclosures required to be included in notes to annual Consolidated Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as issued by the IASB, have been condensed or omitted.

 

The interim condensed Consolidated Financial Statements should be read in conjunction with the audited annual Consolidated Financial Statements as at and for the year ended December 31, 2015 and the notes thereto.

 

These interim condensed Consolidated Financial Statements were prepared on a going concern basis, under the historical cost convention, except for certain financial assets and liabilities measured at fair value through the condensed Consolidated Statement of Loss.

 

Comparative period balances of the interim condensed Consolidated Statements of Loss and Cash Flows have been restated as a result of the sale of substantially all assets and liabilities of the Norwegian operations on September 1, 2015.

 

6



 

3. SIGNIFICANT ACCOUNTING POLICIES

 

The interim condensed Consolidated Financial Statements have been prepared following the same accounting policies and methods of computation as the audited annual Consolidated Financial Statements as at and for the year ended December 31, 2015.

 

4. DISCONTINUED OPERATIONS

 

On September 1, 2015, the Company completed the sale of substantially all of the assets and liabilities of its Norwegian operations (the “Disposal Group”), to Repsol Exploration Norge AS, a subsidiary of Repsol, for proceeds of $47 million including working capital.

 

Operating results related to the Disposal Group have been included in net loss from discontinued operations in the interim condensed Consolidated Statements of Loss for the period of ownership. Comparative period balances of the interim condensed Consolidated Statements of Loss and Cash Flows have been restated.

 

Net loss from discontinued operations reported on the condensed Consolidated Statements of Loss is as follows:

 

Three months ended March 31,

 

2016

 

2015

 

Revenue

 

 

61

 

Expenses

 

 

(112

)

Loss from discontinued operations before taxes

 

 

(51

)

Income taxes

 

 

 

 

 

Current income tax recovery

 

 

(1

)

Deferred income tax recovery

 

 

(8

)

Net loss from discontinued operations

 

 

(42

)

 

The cash flows from discontinued operations, including changes in related non-cash working capital items, are as follows:

 

Three months ended March 31,

 

2016

 

2015

 

Operating

 

 

(9

)

Investing

 

 

(27

)

Cash flows from discontinued operations

 

 

(36

)

 

7



 

5. INVESTMENTS

 

 

 

March 31,
2016

 

December 31,
2015

 

Investments in Joint Ventures

 

 

 

 

 

Equity investment in Equion Energía Limited (Equion)

 

316

 

318

 

Available-for-sale investments

 

 

 

 

 

Transasia Pipeline Company Pvt. Ltd.

 

34

 

34

 

Other

 

44

 

40

 

 

 

78

 

74

 

 

 

394

 

392

 

 

 

 

March 31,
2016

 

December 31,
2015

 

Obligation to Fund Equity Investee

 

 

 

 

 

Equity investment in Talisman Sinopec Energy (UK) Limited (TSEUK)

 

(557

)

(627

)

 

Investments in Joint Ventures

 

Equion Joint Venture

 

The Company has 49% interest in the ownership and voting rights of Equion and is one of two shareholders in this strategic corporate joint venture. The movement in the investment in Equion joint venture during the period is as follows:

 

 

 

Three months ended
March 31, 2016

 

Year ended
December 31, 2015

 

Balance, beginning of period

 

318

 

523

 

Share of comprehensive loss

 

(2

)

(65

)

Dividend declared by Equion1

 

 

(93

)

Impairment

 

 

(47

)

Balance, end of period

 

316

 

318

 

 


(1)     Settled through a reduction in the loan payable to Equion, which is unsecured, due upon demand and bears interest at LIBOR plus 0.3%.

 

TSEUK Joint Venture

 

The Company has a 51% interest in the ownership and voting rights of TSEUK and is one of two shareholders in the corporate joint venture. The movement in the investment in the TSEUK joint venture during the period is as follows:

 

 

 

Three months ended
March 31, 2016

 

Year ended
December 31, 2015

 

Balance, beginning of period

 

(627

)

(186

)

Investment in TSEUK

 

59

 

1,094

 

Loan to TSEUK, net of repayments and settlements

 

 

(514

)

Share of comprehensive income (loss)

 

11

 

(1,021

)

Balance, end of period

 

(557

)

(627

)

 

8



 

Summarized Financial Information of Joint Ventures

 

The summarized financial information presented below represents the amounts included in the financial statements of the joint venture entities adjusted for fair value adjustments made at the time of acquisition, as appropriate, reconciled to the carrying amount of the Company’s interests in joint ventures, which are accounted for using the equity method. The fair value adjustments related to the Company’s jointly controlled equity interest in Equion principally relate to property, plant and equipment, provisions and the related indemnification asset and goodwill. In addition, the financial statements of TSEUK have been adjusted with respect to asset impairments, deferred tax assets and provisions.

 

 

 

March 31, 2016

 

December 31, 2015

 

Summarized Balance Sheets

 

TSEUK1

 

Equion1

 

Total

 

TSEUK1

 

Equion1

 

Total

 

Cash and cash equivalents

 

9

 

99

 

108

 

20

 

108

 

128

 

Current assets

 

228

 

157

 

385

 

275

 

140

 

415

 

Loans receivable from shareholders

 

 

59

 

59

 

 

29

 

29

 

Non-current assets

 

4,122

 

783

 

4,905

 

3,957

 

836

 

4,793

 

Total assets

 

4,359

 

1,098

 

5,457

 

4,252

 

1,113

 

5,365

 

Current liabilities

 

583

 

180

 

763

 

655

 

184

 

839

 

Decommissioning liabilities

 

4,994

 

19

 

5,013

 

4,952

 

19

 

4,971

 

Non-current liabilities

 

25

 

217

 

242

 

26

 

224

 

250

 

Total liabilities

 

5,602

 

416

 

6,018

 

5,633

 

427

 

6,060

 

Net assets (liabilities)

 

(1,243

)

682

 

(561

)

(1,381

)

686

 

(695

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ROGCI’s interest

 

51

%

49

%

 

 

51

%

49

%

 

 

ROGCI’s share of net assets (liabilities)

 

(634

)

334

 

(300

)

(704

)

336

 

(368

)

Goodwill

 

77

 

162

 

239

 

77

 

162

 

239

 

 

 

(557

)

496

 

(61

)

(627

)

498

 

(129

)

Accumulated impairment on investment

 

 

(180

)

(180

)

 

(180

)

(180

)

ROGCI’s investment (obligation to fund)

 

(557

)

316

 

(241

)

(627

)

318

 

(309

)

 


(1)   Balances represent respective entity’s 100% share.

 

9



 

 

 

Three months ended
March 31, 2016

 

Three months ended
March 31, 2015

 

Summarized Statements of Income
(Loss)

 

TSEUK1

 

Equion1

 

Total

 

TSEUK1

 

Equion1

 

Total

 

Revenue

 

155

 

90

 

245

 

173

 

101

 

274

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

181

 

11

 

192

 

261

 

18

 

279

 

Transportation

 

6

 

11

 

17

 

6

 

7

 

13

 

General and administrative

 

(22

)

 

(22

)

20

 

 

20

 

Restructuring costs

 

 

 

 

5

 

 

5

 

Depreciation, depletion and amortization

 

75

 

67

 

142

 

172

 

67

 

239

 

Exploration expense

 

2

 

 

2

 

1

 

 

1

 

Finance costs

 

53

 

 

53

 

39

 

1

 

40

 

Impairment

 

4

 

 

4

 

 

 

 

Other

 

(7

)

8

 

1

 

59

 

11

 

70

 

Loss before tax

 

(137

)

(7

)

(144

)

(390

)

(3

)

(393

)

Current income tax expense (recovery)

 

(26

)

10

 

(16

)

(30

)

(4

)

(34

)

Deferred income tax expense (recovery)

 

(150

)

(13

)

(163

)

44

 

3

 

47

 

Net income (loss)

 

39

 

(4

)

35

 

(404

)

(2

)

(406

)

Other comprehensive loss

 

(17

)

 

(17

)

 

 

 

Comprehensive income (loss)

 

22

 

(4

)

18

 

(404

)

(2

)

(406

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ROGCI’s interest

 

51

%

49

%

 

 

51

%

49

%

 

 

ROGCI’s share of net income (loss)

 

20

 

(2

)

18

 

(206

)

(1

)

(207

)

ROGCI’s share of other comprehensive loss

 

(9

)

 

(9

)

 

 

 

ROGCI’s share of comprehensive income (loss)

 

11

 

(2

)

9

 

(206

)

(1

)

(207

)

 


(1)   Balances represent respective entity’s 100% share.

 

10



 

 

 

Three months ended
March 31, 2016

 

Three months ended
March 31, 2015

 

Summarized Statements of Cash
Flows

 

TSEUK1

 

Equion1

 

Total

 

TSEUK1

 

Equion1

 

Total

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

39

 

(4

)

35

 

(404

)

(2

)

(406

)

Add: Finance costs (cash and non-cash)

 

53

 

 

53

 

39

 

1

 

40

 

Items not involving cash

 

(99

)

54

 

(45

)

261

 

80

 

341

 

Changes in non-cash working capital

 

(90

)

(16

)

(106

)

30

 

101

 

131

 

Cash provided by (used in) operating activities

 

(97

)

34

 

(63

)

(74

)

180

 

106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(92

)

(11

)

(103

)

(213

)

(21

)

(234

)

Proceeds of disposition

 

21

 

 

21

 

 

 

 

Loans to shareholders

 

 

(30

)

(30

)

 

(41

)

(41

)

Other

 

44

 

(2

)

42

 

(33

)

(48

)

(81

)

Cash used in investing activities

 

(27

)

(43

)

(70

)

(246

)

(110

)

(356

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued

 

115

 

 

115

 

320

 

 

320

 

Finance costs (cash)

 

(2

)

 

(2

)

(9

)

 

(9

)

Other

 

 

 

 

9

 

 

9

 

Cash provided by financing activities

 

113

 

 

113

 

320

 

 

320

 

 


(1)  Balances represent respective entity’s 100% share.

 

TSEUK Joint Venture

 

As at March 31, 2016, the investment balance in the TSEUK joint venture was negative $557 million. Based on anticipated funding requirements in the following twelve months, the Company has recorded the entire amount as a current obligation. The obligation to fund TSEUK, in proportion of its shareholding, arises from the Company’s past practice of funding TSEUK’s cash flow deficiencies, and the expectation that cash flow deficiencies will continue to be funded. In addition the Company, in proportion of its shareholding, has a guarantee to fund TSEUK’s decommissioning obligation if TSEUK is unable to, and the shareholders of TSEUK have provided equity funding facilities to TSEUK which include funding decommissioning liabilities. As such, the Company has recognized a negative investment value from the application of equity accounting. The Company’s obligation to fund TSEUK will increase to the extent future losses are generated within TSEUK. In addition, future contributions to the TSEUK joint venture could be impaired to the extent recoverability is not probable.

 

In June 2015, the shareholders of TSEUK provided an equity funding facility of $1.7 billion, of which the Company is committed to $867 million, for the purpose of funding capital, decommissioning and operating expenditures of TSEUK. This facility is effective from July 1, 2015 and expires on December 31, 2016. During the three month period ended March 31, 2016, the shareholders of TSEUK agreed to subscribe for common shares of TSEUK in the amount of $115 million under this facility, of which the Company’s share was $59 million.

 

11



 

The shareholders of TSEUK have provided an unsecured loan facility totaling $2.4 billion to TSEUK, of which the Company is committed to $1.2 billion, for the purpose of funding capital expenditures of TSEUK. There was no loan balance outstanding as at March 31, 2016.

 

TSEUK is required to provide demand letters of credit as security in relation to certain decommissioning obligations in the UK pursuant to contractual arrangements under Decommissioning Security Agreements (DSAs). Refer to “Liquidity Risk” in note 13.

 

Equion Joint Venture

 

The loan due to Equion of $29 million (December 31, 2015 - $14 million) is unsecured, due upon demand and bears interest at LIBOR plus 0.30%.

 

There have been no significant changes in expected future commitments of TSEUK and Equion, and the timing of those payments, since December 31, 2015.

 

6. OTHER ASSETS

 

 

 

March 31,
2016

 

December 31,
2015

 

Accrued pension asset

 

3

 

4

 

Decommissioning sinking fund

 

91

 

85

 

Transportation rights1

 

81

 

84

 

Other

 

10

 

11

 

Total

 

185

 

184

 

 


(1)   Net of $27 million accumulated depreciation (December 31, 2015 - $24 million).

 

12



 

7. OIL AND GAS ASSETS

 

The cost and accumulated DD&A of the Company’s PP&E (including corporate assets) and E&E assets are as follows:

 

 

 

PP&E

 

E&E assets

 

Total

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

At December 31, 2014

 

23,216

 

5,468

 

28,684

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

31

 

31

 

Additions

 

901

 

198

 

1,099

 

Disposals and derecognition

 

(4,665

)

(2,247

)

(6,912

)

Transfers from E&E assets to PP&E

 

40

 

(40

)

 

Change in decommissioning liabilities

 

99

 

3

 

102

 

Expensed to dry hole1

 

 

(21

)

(21

)

 

 

 

 

 

 

 

 

At December 31, 2015

 

19,591

 

3,392

 

22,983

 

 

 

 

 

 

 

 

 

Additions

 

137

 

31

 

168

 

Disposals and derecognition

 

(25

)

 

(25

)

Transfers from E&E assets to PP&E

 

18

 

(18

)

 

Change in decommissioning liabilities

 

2

 

(2

)

 

Expensed to dry hole

 

 

(12

)

(12

)

 

 

 

 

 

 

 

 

At March 31, 2016

 

19,723

 

3,391

 

23,114

 

 

 

 

 

 

 

 

 

Accumulated DD&A

 

 

 

 

 

 

 

At December 31, 2014

 

14,152

 

2,924

 

17,076

 

 

 

 

 

 

 

 

 

Charge for the year1

 

1,617

 

 

1,617

 

Disposals and derecognition

 

(4,119

)

(2,173

)

(6,292

)

Impairment, net of reversals1

 

652

 

977

 

1,629

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

12,302

 

1,728

 

14,030

 

 

 

 

 

 

 

 

 

Charge for the period

 

314

 

 

314

 

Disposals and derecognition

 

(13

)

 

(13

)

Transfers from E&E to PP&E assets

 

4

 

(4

)

 

 

 

 

 

 

 

 

 

At March 31, 2016

 

12,607

 

1,724

 

14,331

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

At March 31, 2016

 

7,116

 

1,667

 

8,783

 

At December 31, 2015

 

7,289

 

1,664

 

8,953

 

At December 31, 2014

 

9,064

 

2,544

 

11,608

 

 


(1)    Balances include $6 million in dry hole expense, $86 million in DD&A, and $153 million in impairment expense related to discontinued operations in Norway, respectively.

 

13



 

8. DECOMMISSIONING LIABILITIES

 

Continuity of decommissioning liabilities

 

Three months ended
March 31, 2016

 

Year ended
December 31, 2015

 

Balance, beginning of period

 

796

 

1,928

 

Liabilities incurred during the period

 

1

 

47

 

Liabilities settled during the period

 

(7

)

(84

)

Accretion expense1 (note 9)

 

10

 

48

 

Revisions in estimated cash flows

 

(1

)

(201

)

Change in discount rate

 

 

256

 

Disposals

 

 

(1,198

)

Balance, end of period

 

799

 

796

 

Expected to be settled within one year

 

35

 

41

 

Expected to be settled in more than one year

 

764

 

755

 

 

 

799

 

796

 

 


(1)         2015 Balance includes $14 million in accretion expense related to discontinued operations in Norway.

 

The provision has been discounted using a weighted average credit-adjusted nominal rate of 4.8% at March 31, 2016 (December 31, 2015 — 4.8%).

 

9. FINANCE COSTS

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

Interest on long-term debt

 

34

 

66

 

Miscellaneous interest expense and other fees

 

10

 

12

 

Accretion expense (note 8)

 

10

 

6

 

 

 

54

 

84

 

 

10. LONG-TERM DEBT

 

 

 

March 31,
2016

 

December 31,
2015

 

Tangguh Project Financing

 

37

 

37

 

Debentures and Notes (Unsecured)

 

 

 

 

 

US$ denominated

 

1,085

 

1,860

 

UK£ denominated

 

359

 

370

 

Gross debt1

 

1,481

 

2,267

 

Less: current portion

 

(6

)

(156

)

Long-term debt

 

1,475

 

2,111

 

 

 

 

March 31,
2016

 

December 31,
2015

 

Loans from Related Parties

 

1,616

 

1,007

 

 


(1)     Financing costs of $11 million and $17 million have been netted against the individual debt facilities as at March 31, 2016 and December 31, 2015, respectively.

 

14



 

During the three month period ended March 31, 2016, the Company repaid debt of $748 million, including $150 million of 8.5% notes and $598 million for the redemption of $30 million US$ senior notes and debentures and the repurchase of $601 million US$ senior notes and debentures. The current liability consists of $6 million in Tangguh project financing.

 

Bank Credit Facilities and Commercial Paper

 

At March 31, 2016, the Company had unsecured credit facilities totaling $3.2 billion, consisting of facilities of $3 billion (Facility No. 1), maturing March 19, 2019 and $200 million (Facility No. 2), maturing October 21, 2019.

 

Borrowings under Facility No. 1 are available in the form of prime loans, C$ or US$ bankers’ acceptances, US$ base rate loans, LIBOR-based loans and letters of credit.  In addition, drawings to a total of $1.0 billion are available in the form of letters of credit.  Borrowings under Facility No. 2 are available in the form of prime loans, C$ or US$ bankers’ acceptances, US$ base rate loans, LIBOR-based loans and letters of credit.

 

At March 31, 2016, there were no drawings on the Company’s bank lines. The authorized amount under the Company’s commercial paper program is $1.0 billion, but the amount available under this program is limited to the availability of backup funds under the Company’s Facility No. 1.

 

At March 31, 2016, the Company had undrawn capacity under the bank credit facilities of $3.2 billion.

 

Debentures and Notes

 

On March 23, 2016, the Company announced a cash tender offer to purchase any and all principal amount of the Company’s outstanding 7.75% Senior Notes due 2019, 3.75% Senior Notes due 2021, 7.25% Debentures due 2027, 5.75% Senior Notes due 2035, 5.85% Senior Notes due 2037, 6.25% Senior Notes due 2038, and 5.50% Senior Notes due 2042 (collectively, the “Securities”). Holders of the Securities that were validly tendered received the relevant tender offer consideration plus accrued and unpaid interest up to but not including the payment date March 31, 2016. The tender offer expired on March 29, 2016. The principal amount tendered and accepted was as follows:

 

Title of Security

 

Principal Prior
to Tender Offer

 

Principal Amount
Tendered &
Accepted

 

Principal
Amount
Outstanding

 

7.75% Senior Notes due 2019

 

571

 

207

 

364

 

3.75% Senior Notes due 2021

 

576

 

335

 

241

 

7.25% Debentures due 2027

 

57

 

3

 

54

 

5.75% Senior Notes due 2035

 

98

 

8

 

90

 

5.85% Senior Notes due 2037

 

140

 

9

 

131

 

6.25% Senior Notes due 2038

 

132

 

13

 

119

 

5.50% Senior Notes due 2042

 

123

 

26

 

97

 

Total

 

1,697

 

601

 

1,096

 

 

15



 

On March 31, 2016, the Company paid the consenting note holders an aggregate of approximately $580 million in cash (including $572 million principal and $8 million accrued interest).

 

In addition, in January 2016, the Company also redeemed for retirement $24 million of the 3.75% Senior Notes due 2021, $2 million of the 7.75% Senior Notes due 2019, and $4 million of the 5.5% Senior Notes due 2042 for total payment of $27 million (including $26 million principal and $1 million accrued interest).

 

The above discussed tender offer and redemption of outstanding senior notes resulted in a gain of $26 million (net of $7 million financing and bank fees), which was recognized in other income on the interim condensed Consolidated Statements of Loss.

 

Related Party Financing

 

On May 8, 2015, TE Holding SARL. (“TEHS”), a subsidiary of the Company, entered into a $500 million revolving facility with Repsol Tesoreria Y Gestion Financiera, S.A. (“RTYGF”), a subsidiary of Repsol. Originally, the facility was to mature on May 8, 2016 and to bear an interest rate of LIBOR (1 month) plus 0.80%. On September 30, 2015, the facility agreement was amended to extend the maturity date to May 8, 2018. On November 17, 2015, the interest rate in the facility agreement was amended to LIBOR (1 month) plus 1.20%. As at March 31, 2016, there were $193 million drawings outstanding under this facility. Interest expense related to the facility recognized by the Company during the three month period ended March 31, 2016 was less than $1 million.

 

On May 8, 2015, the Company also entered into a $1.0 billion revolving facility with Repsol Energy Resources Canada, Inc. (“RERCI”), a subsidiary of Repsol. The facility matures on May 8, 2018 and bears an interest rate of LIBOR (1 month) plus 1.20%. The facility limit was increased to $2.8 billion on December 9, 2015. At March 31, 2016, the Company had $1.4 billion outstanding under this facility. Interest expense related to the facility recognized by the Company during the three month period ended March 31, 2016 was $3 million.

 

On December 22, 2015, the Company and RERCI entered into a subscription agreement which provides for the capitalization of the Company’s balances owing under this revolving facility. The Board of Directors of the Company authorized the issuance of up to an aggregate of $2.6 billion in common shares of the Company (1,361,256,544 common shares at $1.91 per share), to be settled by RERCI contributing receivables owing from the Company under this revolving facility. As at March 31, 2016, $1.1 billion drawings remained available under the subscription agreement.

 

Debt Covenant

 

The Company is in compliance with all of its debt covenants. The Company’s principal financial covenant under its primary bank credit facility is a debt-to-cash flow ratio of less than 3.5:1, calculated quarterly on a trailing 12-month basis as of the last day of each fiscal quarter. Considering the current commodity price environment and existing debt covenant, the Company will require continuing support from its parent company in the form of the committed credit facilities and subscription agreements as described above.

 

16



 

11. OTHER LONG-TERM OBLIGATIONS

 

 

 

March 31,
2016

 

December 31,
2015

 

Accrued pension and other post-employment benefits liability

 

89

 

86

 

Deferred credits

 

22

 

22

 

Long-term portion of discounted obligations under finance leases

 

29

 

31

 

Onerous lease contracts

 

29

 

27

 

Other

 

69

 

67

 

 

 

238

 

233

 

 

12. SHARE CAPITAL

 

Authorized

 

The Company’s authorized share capital consists of an unlimited number of common shares without nominal or par value and an unlimited number of first and second preferred shares.

 

Common Shares Issued

 

On May 8, 2015, Repsol acquired all outstanding common and preferred shares of the Company.

 

On December 29, 2015, RERCI, a subsidiary of the Company’s parent Repsol, subscribed for $1.5 billion in the Company’s common shares (785,340,314 common shares at $1.91 per share), which settled $1.5 billion of the balance owing from the Company to RERCI under the revolving facility (note 10).

 

Subsequent to December 31, 2015, there were no activities relating to the Company’s common shares.

 

 

 

Year ended
December 31, 2015

 

Continuity of common shares

 

Shares

 

Amount

 

Balance, beginning of period

 

1,031,525,988

 

1,738

 

Converted from preferred shares

 

8,000,000

 

195

 

Shares issued as payment of loan from related parties

 

785,340,314

 

1,500

 

Shares previously held in trust sold on open market

 

323,584

 

3

 

Shares purchased and held in trust for long-term PSU plan

 

(3,793,939

)

(30

)

Shares released from trust for long-term PSU plan

 

8,110,395

 

86

 

Balance, end of period

 

1,829,506,342

 

3,492

 

 

17



 

13. FINANCIAL INSTRUMENTS

 

The Company’s financial assets and liabilities at March 31, 2016 consisted of cash and cash equivalents, accounts receivable, available-for-sale investments, bank indebtedness, accounts payable and accrued liabilities, loans from joint ventures, loans from related parties, and long-term debt (including the current portion).

 

Fair Value of Financial Assets and Liabilities

 

The fair values of cash and cash equivalents, accounts receivable, bank indebtedness, accounts payable and accrued liabilities, and loans from joint ventures approximate their carrying values due to the short-term maturity of those instruments.

 

Borrowings under bank credit facilities are short-term in nature and are market rate-based, thus, carrying value approximates fair value.  The fair value of public debentures and notes is based on market quotations, which reflect the discounted present value of the principal and interest payments using the effective yield for instruments having the same term and risk characteristics.  The fair values of private notes are based on estimations provided by third parties.  The fair value of the Company’s floating rate debt is determined by discounting future estimated coupon payments at the current market interest rate. The fair value of the Company’s long-term debt (including the current portion and loans from related parties) at March 31, 2016 was $3.0 billion (December 31, 2015 - $3.2 billion), while the carrying value was $3.1 billion (December 31, 2015 - $3.3 billion).

 

The fair values of all other financial assets and liabilities approximate their carrying values.

 

Currency Risk

 

The Company operates internationally and is therefore exposed to foreign exchange risk. The Company’s primary exposure is from fluctuations in the US$ relative to the C$ and UK£.

 

The Company manages foreign exchange exposure in a number of ways.  By denominating most of its borrowings in US$, the Company is able to reduce some of its economic exposure to currency fluctuations.  The Company also manages translation exposure by generally matching internal borrowings with its subsidiaries’ functional currencies.  The Company purchases foreign currencies, mostly at spot value, to meet its current foreign currency obligations as they come due.

 

In respect of financial instruments existing at March 31, 2016, a 1% strengthening of the US$ against the other currencies noted above, with all other variables assumed constant, would have resulted in a decrease of $3 million in net loss and a $3 million impact on comprehensive loss during the three month period ended March 31, 2016. A similar weakening of the US$ would have had the opposite impact.

 

18



 

Interest Rate Risk

 

The Company is exposed to interest rate risk principally by virtue of its borrowings including loans from joint ventures.  Borrowing at floating rates exposes the Company to short-term movements in interest rates.  Borrowing at fixed rates exposes the Company to reset risk (i.e. at debt maturity).  Risk management activities aim to manage the mix of fixed-to-floating debt to best manage the trade-off between longer term interest rate reset risk and shorter term volatility in interest rates.

 

In respect of financial instruments existing at March 31, 2016, a 1% increase in interest rates would have resulted in a $3 million increase in net loss and a $3 million impact on comprehensive loss during the three month period ended March 31, 2016.

 

Credit Risk

 

A significant proportion of the Company’s accounts receivable balance is with customers in the oil and gas industry and is subject to normal industry credit risks. At March 31, 2016, approximately 72% of the Company’s trade accounts receivable was current and the largest single counterparty exposure, accounting for 4% of the total, was with a highly rated counterparty. Concentration of counterparty credit risk is managed by having a broad domestic and international customer base primarily of highly rated counterparties.

 

Liquidity Risk

 

The Company is exposed to liquidity risk, which it mitigates through its management of cash, debt, committed credit capacity and its capital program.

 

The Company manages its liquidity requirements by use of both short-term and long-term cash forecasts and by integrating funding from subsidiaries of its ultimate parent, Repsol. The Company had undrawn capacity under committed bank credit facilities of $3.2 billion at March 31, 2016. During 2015, the Company also entered into two revolving facilities with subsidiaries of its ultimate parent, Repsol, with total borrowing limit of $3.3 billion. As at March 31, 2016, a total of $1.6 billion drawings were outstanding under these facilities. The subscription agreement underlying the revolving facility provides for the capitalization of the Company’s balances owing (note 10).

 

In addition, the Company utilizes letters of credit pursuant to letter of credit facilities, most of which are uncommitted.  At March 31, 2016, the Company had $0.2 billion letters of credit outstanding, primarily related to a retirement compensation arrangement, guarantees of minimum work commitments and decommissioning obligations.  The Company also guaranteed $0.8 billion demand letters of credit issued under TSEUK’s uncommitted facilities, primarily as security for the costs of decommissioning obligations in the UK. In addition, there were $45 million letters of credit issued under Repsol’s facilities on behalf of the Company’s subsidiaries.

 

TSEUK is required to provide letters of credit as security in relation to certain decommissioning obligations in the UK pursuant to contractual arrangements under Decommissioning Security Agreements (DSAs). At the commencement of the joint venture, Addax Petroleum UK Limited (Addax) assumed 49% of the decommissioning obligations of TSEUK.

 

19



 

Addax’s parent company, China Petrochemical Corporation (Sinopec), has provided an unconditional and irrevocable guarantee for this 49% of the UK decommissioning obligations.

 

The UK government passed legislation in 2013 which provides for a contractual instrument, known as a Decommissioning Relief Deed, for the government to guarantee tax relief on decommissioning costs at 50%, allowing security under DSAs to be posted on an after-tax basis and reducing the value of letters of credit required to be posted by 50%. TSEUK has entered into a Decommissioning Relief Deed with the UK Government and continues to negotiate with counterparties to amend all DSAs accordingly. As of March 31, 2016, only two DSAs were still required to be negotiated on a post-tax basis. Tax relief guaranteed by the UK government is limited to corporate tax paid since 2002. Under the limitation, TSEUK’s tax relief is capped at $2.0 billion, representing corporate income taxes paid and recoverable since 2002 translated into US dollars.

 

At March 31, 2016, TSEUK had $3.1 billion of demand shared facilities in place under which letters of credit of $1.6 billion have been issued. The Company guarantees 51% of all letters of credit issued under these shared facilities.

 

The Company has also granted guarantees to various beneficiaries in respect of decommissioning obligations of TSEUK.

 

At March 31, 2016, the Company’s share of TSEUK’s total recorded decommissioning liabilities was $2.6 billion. Decommissioning estimates are subject to a significant amount of management judgment given the long dated nature of the assets and the timing of remediation upon cessation of production. The Company reviews its assessment of decommissioning liabilities annually, or where a triggering event causes a review, taking into account new information and industry experience.

 

Any changes to decommissioning estimates influence the value of letters of credit required to be provided pursuant to DSAs. In addition, the extent to which shared facility capacity is available and the cost of that capacity are influenced by the Company’s investment-grade credit rating.

 

As at March 31, 2016, the investment balance in the TSEUK joint venture was negative $557 million (note 5). Based on anticipated funding requirements in the following twelve months, the Company has recorded the entire amount as a current obligation. The obligation to fund TSEUK, in proportion of its shareholding, arises from the Company’s past practice of funding TSEUK’s cash flow deficiencies, and the expectation that cash flow deficiencies will continue to be funded. In addition, the Company, in proportion of its shareholding, has provided a guarantee to fund TSEUK’s decommissioning obligation if TSEUK is unable to, and the shareholders of TSEUK have provided equity funding facilities to TSEUK which include funding decommissioning liabilities.

 

Commodity Price Risk

 

The Company is exposed to commodity price risk since its revenues are dependent on the price of crude oil, natural gas and NGLs. In prior years, the Company entered into derivative instruments to mitigate commodity price risk volatility under guidelines approved by the Board of Directors.

 

20



 

In 2015, the Company liquidated substantially all its contracts related to commodity price risk management. The Company has not entered into any new commodity price risk management derivative contracts subsequently.

 

14. CONTINGENCIES AND COMMITMENTS

 

Provisions and Contingencies

 

From time to time, the Company is the subject of litigation arising out of the Company’s operations. Damages claimed under such litigation, including the litigation discussed below, may be material or may be indeterminate and the outcome of such litigation may materially impact the Company’s financial condition or results of operations. While the Company assesses the merits of each lawsuit and defends itself accordingly, the Company may be required to incur significant expenses or devote significant resources to defend itself against such litigation. None of these claims are currently expected to have a material impact on the Company’s financial position. A summary of specific legal proceedings and contingencies is as follows:

 

In August 2012, a portion of the Galley pipeline, in which TSEUK has a 67.41% interest, suffered an upheaval buckle. In September 2012, TSEUK submitted a notification of a claim to Oleum Insurance Company (‘‘Oleum’’), a wholly-owned subsidiary of the Company. TSEUK delivered a proof of loss seeking recovery under the insuring agreement of $315 million. The documentation delivered in November 2014 by TSEUK purporting to substantiate its claim did not support a determination of coverage and Oleum sought additional information from TSEUK to facilitate final coverage determination. TSEUK provided additional information to Oleum that has been reviewed by external counsel; TSEUK has been advised that the information still does not support coverage.

 

On July 13, 2015, Addax Petroleum UK Limited and Sinopec International Petroleum Exploration and Production Corporation, filed a Notice of Arbitration (pursuant to the Rules of the Singapore International Arbitration Centre) against the Company and Talisman Colombia Holdco Limited (“TCHL”) in connection with Addax’s purchase of 49% of the shares of TSEUK. On October 1, 2015, the Company and TCHL filed a response to the Notice of Arbitration. The preliminary hearing before the Court of Arbitration took place on February 18, 2016, where it was decided, among other procedural matters, to schedule the hearing for January 29 to February 16, 2018. The Company believes the claims included in the Notice of Arbitration are without merit.

 

During the first quarter of 2016, the Alberta Energy Regulator (“AER”) informed the Company that certain permits to construct well sites and access roads were obtained without the Company following proper procedures.  The Company is responding to the issues raised by the AER and reviewing its permit applications back to 2010. At this time, the implications to the Company are not known.

 

21



 

Government and Legal Proceedings with Tax Implications

 

Specific tax claims which the Company and its subsidiaries are parties to at March 31, 2016 are as follows:

 

Canada

 

The Canadian tax authorities, Canada Revenue Agency, (“CRA”) regularly inspect the tax matters of the ROGCI Group companies based in Canada. To date, verification and investigation activities related to the years 2006-2012 have been made.

 

As part of these proceedings, the CRA has questioned certain restructuring transactions, although this line of questioning has not resulted in court proceedings to date.

 

Indonesia

 

Indonesian Corporate Tax Authorities have been questioning various aspects of the taxation of permanent establishments that ROGCI has in the country. These proceedings are pending a court hearing.

 

Malaysia

 

Repsol Oil & Gas Malaysia Limited, formerly Talisman Malaysia Ltd. and Repsol Oil & Gas Malaysia (PM3) Limited, formerly Talisman Malaysia (PM3) Ltd., the Company’s operating subsidiaries in Malaysia, have received notifications from the Inland Revenue Board (IRB) in respect of the years 2007, 2008 and 2011 questioning, primarily, the deductibility of certain costs. These proceedings are pending a court hearing.

 

Timor-Leste

 

The authorities of Timor-Leste, questioned the deduction by Talisman Resources (JPDA 06-105) Pty Limited, the Company’s subsidiary in East Timor, of certain expenses for income tax purposes. This line of questioning is at a very preliminary stage of debate with the authorities.

 

Commitments

 

There have been no additional significant changes in the Company’s expected future commitments, and the timing of those payments, since December 31, 2015.

 

15. OTHER INCOME

 

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

Pipeline and customer treating tariffs

 

4

 

15

 

Investment income

 

 

2

 

Interest on loan to TSEUK (note 5)

 

 

5

 

Net gain on repayment of long-term debt (note 10)

 

26

 

 

Marketing and other income

 

15

 

18

 

 

 

45

 

40

 

 

22



 

16. OTHER EXPENSES, NET

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

Foreign exchange gain

 

(5

)

(22

)

Inventory writedowns

 

7

 

3

 

Restructuring

 

13

 

12

 

Onerous contracts and other provisions

 

 

8

 

Other miscellaneous

 

8

 

16

 

 

 

23

 

17

 

 

17. INCOME TAXES

 

Current Income Tax Expense

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

North America

 

1

 

(8

)

Southeast Asia

 

38

 

67

 

Other

 

1

 

11

 

Total

 

40

 

70

 

 

Deferred Income Tax (Recovery) Expense

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

North America

 

(93

)

(29

)

Southeast Asia

 

(37

)

(26

)

North Sea

 

 

35

 

Other

 

(15

)

(4

)

Total

 

(145

)

(24

)

 

23



 

18. SUPPLEMENTAL CASH FLOW

 

Items Not Involving Cash

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

Depreciation, depletion and amortization

 

314

 

411

 

Impairment

 

 

48

 

Dry hole

 

12

 

13

 

Unrealized loss on held-for-trading financial instruments

 

 

313

 

Deferred income tax recovery

 

(145

)

(24

)

Foreign exchange

 

(5

)

(16

)

(Income) loss from joint ventures, after tax

 

(18

)

207

 

Other

 

(24

)

16

 

 

 

134

 

968

 

 

Other Cash Flow Information

 

 

 

Three months ended March 31,

 

 

 

2016

 

2015

 

Cash interest paid

 

38

 

54

 

Cash income taxes paid

 

35

 

72

 

 

19. RELATED PARTY TRANSACTIONS

 

During the three month period ended March 31, 2016, Repsol Canada Energy Partnership sold to Repsol Energy Canada Limited, a subsidiary of Repsol, approximately 11,500,000 gigajoules of natural gas for $13 million. As at March 31, 2016, the amount included in accounts receivable as a result of these transactions was $5 million.

 

During the three month period ended March 31, 2016, Talisman (Algeria) B.V. sold to Repsol Trading S.A., a subsidiary of Repsol, approximately 235,000 barrels of Saharan Blend Crude Oil for $7 million.  As at March 31, 2016, there were no amounts outstanding in accounts receivable as a result of these transactions.

 

The Company entered into a commitment in 2001, along with its Corridor block partners and parties from two other blocks, to sell gas to Gas Supply Pte. Ltd (“GSPL”), a subsidiary of Repsol’s significant shareholder Temasek. Currently, ROGCI’s share of the sale on a daily basis is approximately 75 billion British thermal units. The commitment matures in 2023.  As a result of the acquisition of the Company by Repsol, GSPL and Temasek became the Company’s related parties. During the three month period ended March 31, 2016, the Company’s gas sales to GSPL totaled $23 million (net the Company’s share). As at March 31, 2016, the amount included in accounts receivable as a result of this commitment was $14 million.

 

Other transactions between the Company and subsidiaries of the Company’s parent, Repsol, are disclosed in note 4 and note 10. Related party transactions with joint ventures are disclosed as part of note 5 and note 15.

 

24



 

20. SEGMENTED INFORMATION

 

The Company’s activities are conducted in four geographic segments: North America, Southeast Asia, the North Sea, and Other. The North America segment includes operations and exploration in Canada and the US. The Southeast Asia segment includes operations and exploration activities in Indonesia, Malaysia, Vietnam, Papua New Guinea and operations in Australia/Timor-Leste. The North Sea segment includes operations and exploration activities in the UK. The Company also has operations in Algeria, operations and exploration activities in Colombia, and exploration activities in the Kurdistan Region of Iraq. Furthermore, the Company is in the process of exiting Peru. For ease of reference, all of the activities in Algeria, Colombia, Peru and the Kurdistan Region of Iraq are referred to collectively as the Other geographic segment. All activities relate to the exploration, development, production and transportation of oil, liquids and natural gas.

 

 

 

North America (1)

 

Southeast Asia (2)

 

North Sea (3)

 

Other (4)

 

Total

 

 

 

Three months ended
March 31,

 

Three months ended
March 31,

 

Three months ended
March 31,

 

Three months ended
March 31,

 

Three months ended
March 31,

 

(millions of US$)

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

177

 

244

 

215

 

324

 

 

 

12

 

36

 

404

 

604

 

Other income

 

43

 

22

 

1

 

1

 

 

5

 

1

 

12

 

45

 

40

 

Income (loss) from joint ventures, after tax

 

 

 

 

 

20

 

(206

)

(2

)

(1

)

18

 

(207

)

Total revenue and other income

 

220

 

266

 

216

 

325

 

20

 

(201

)

11

 

47

 

467

 

437

 

Segmented expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

94

 

127

 

77

 

109

 

 

 

9

 

15

 

180

 

251

 

Transportation

 

26

 

28

 

12

 

15

 

 

 

4

 

7

 

42

 

50

 

DD&A

 

231

 

257

 

73

 

138

 

 

 

10

 

16

 

314

 

411

 

Impairment

 

 

 

 

48

 

 

 

 

 

 

48

 

Dry hole

 

12

 

 

 

(1

)

 

 

 

14

 

12

 

13

 

Exploration

 

(1

)

2

 

21

 

18

 

 

 

9

 

4

 

29

 

24

 

Other

 

24

 

29

 

(2

)

2

 

 

1

 

6

 

7

 

28

 

39

 

Total segmented expenses

 

386

 

443

 

181

 

329

 

 

1

 

38

 

63

 

605

 

836

 

Segmented income (loss) from continuing operations before taxes

 

(166

)

(177

)

35

 

(4

)

20

 

(202

)

(27

)

(16

)

(138

)

(399

)

Non-segmented expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63

 

84

 

Finance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54

 

84

 

Share-based payments recovery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

Currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

(22

)

Gain on held-for-trading financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(193

)

Loss on disposals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Total non-segmented expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112

 

(48

)

Loss from continuing operations before taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(250

)

(351

)

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

29

 

26

 

1

 

5

 

 

 

3

 

13

 

33

 

44

 

Development

 

108

 

172

 

20

 

38

 

 

 

 

9

 

128

 

219

 

Exploration and development

 

137

 

198

 

21

 

43

 

 

 

3

 

22

 

161

 

263

 

Proceeds on dispositions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-segmented

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

3

 

Net capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162

 

266

 

Property, plant and equipment

 

5,472

 

5,589

 

1,405

 

1,448

 

 

 

239

 

252

 

7,116

 

7,289

 

Exploration and evaluation assets

 

1,027

 

1,030

 

543

 

540

 

 

 

97

 

94

 

1,667

 

1,664

 

Amount due from related party

 

 

334

 

 

 

 

 

 

 

 

334

 

Goodwill

 

105

 

105

 

169

 

169

 

 

 

 

 

274

 

274

 

Investments in joint ventures

 

 

 

 

 

 

 

316

 

318

 

316

 

318

 

Other

 

1,290

 

1,240

 

656

 

591

 

3

 

14

 

273

 

293

 

2,222

 

2,138

 

Segmented assets

 

7,894

 

8,298

 

2,773

 

2,748

 

3

 

14

 

925

 

957

 

11,595

 

12,017

 

Non-segmented assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

4

 

Total assets (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,598

 

12,021

 

Decommissioning liabilities (5)

 

487

 

485

 

283

 

282

 

 

 

29

 

29

 

799

 

796

 

 

1. North America

 

2016

 

2015

 

Canada

 

102

 

114

 

US

 

118

 

152

 

Total revenue and other income

 

220

 

266

 

Canada

 

2,445

 

2,522

 

US

 

3,027

 

3,067

 

Property, plant and equipment5

 

5,472

 

5,589

 

Canada

 

707

 

708

 

US

 

320

 

322

 

Exploration and evaluation assets5

 

1,027

 

1,030

 

 

2. Southeast Asia

 

2016

 

2015

 

Indonesia

 

133

 

175

 

Malaysia

 

57

 

88

 

Vietnam

 

17

 

39

 

Australia

 

9

 

23

 

Total revenue and other income

 

216

 

325

 

Indonesia

 

872

 

883

 

Malaysia

 

346

 

361

 

Vietnam

 

93

 

107

 

Papua New Guinea

 

28

 

31

 

Australia

 

66

 

66

 

Property, plant and equipment5

 

1,405

 

1,448

 

Indonesia

 

49

 

47

 

Malaysia

 

30

 

31

 

Vietnam

 

199

 

198

 

Papua New Guinea

 

265

 

264

 

Exploration and evaluation assets5

 

543

 

540

 

 

3. North Sea

 

2016

 

2015

 

UK

 

 

5

 

Income (loss) from TSEUK

 

20

 

(206

)

Total revenue and other income

 

20

 

(201

)

 

4. Other

 

2016

 

2015

 

Algeria

 

9

 

24

 

Colombia6

 

2

 

23

 

Total revenue and other income

 

11

 

47

 

Algeria

 

175

 

184

 

Colombia

 

64

 

68

 

Property, plant and equipment5

 

239

 

252

 

Colombia

 

97

 

94

 

Exploration and evaluation assets5

 

97

 

94

 

 


(5) Current period represents balances at March 31, Prior year represents balances at December 31.

(6) Balances include after-tax equity income from Equion.

 

25



 

REPSOL OIL & GAS CANADA INC.

Suite 2000, 888 — 3rd Street SW

Calgary, Alberta, Canada T2P 5C5

 

P 403.237.1234  F 403.237.1902

 

E  infocanada@repsol.com

www.repsol.com/ca_en/

 

26