Note 1—Basis of Presentation
The interim-period financial information presented in the financial statements included in this report is unaudited and, in the opinion of management, includes all known accruals and adjustments necessary for a fair presentation of the consolidated financial position of ConocoPhillips, its results of operations and cash flows for such periods. All such adjustments are of a normal and recurring nature unless otherwise disclosed. 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 2021 Annual Report on Form 10-K.
Note 2—Inventories
| | | | | | | | |
| Millions of Dollars |
| June 30
2022 | December 31 2021 |
Crude oil and natural gas | $ | 653 | | 647 | |
Materials and supplies | 581 | | 561 | |
Total Inventories | $ | 1,234 | | 1,208 | |
| | |
Inventories valued on the LIFO basis | $ | 326 | | 395 | |
Note 3—Acquisitions and Dispositions
Acquisition of Shell Enterprise LLC's (Shell) Permian Assets
In December 2021, we completed our acquisition of Shell's assets in the Permian based Delaware Basin in an all-cash transaction for $8.6 billion after customary adjustments. Assets acquired include approximately 225,000 net acres and producing properties located entirely in Texas. The acquisition was accounted for as a business combination under FASB Topic ASC 805 using the acquisition method, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. Fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date as we identify new information about facts and circumstances that existed as of the acquisition date to consider.
Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles, and operating and development cost assumptions. The fair values determined for accounts receivable, accounts payable, and most other current assets and current liabilities were equivalent to the carrying value due to their short-term nature. The total consideration of $8.6 billion was allocated to the identifiable assets and liabilities based on their fair values at the acquisition date.
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| ConocoPhillips 2022 Q2 10-Q | 6 |
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Notes to Consolidated Financial Statements | |
| | | | | |
| Assets Acquired | Millions of Dollars |
| Accounts receivable, net | $ | 337 | |
| Inventories | 20 | |
| Net properties, plants and equipment | 8,582 | |
| Other assets | 50 | |
| Total assets acquired | $ | 8,989 | |
| |
| Liabilities Assumed | |
| Accounts payable | $ | 206 | |
| Accrued income and other taxes | 6 | |
| Other accruals | 20 | |
| Asset retirement obligations and accrued environmental costs | 86 | |
| Other liabilities and deferred credits | 36 | |
| Total liabilities assumed | $ | 354 | |
| Net assets acquired | $ | 8,635 | |
With the completion of the Shell Permian transaction, we acquired proved and unproved properties of approximately $4.2 billion and $4.3 billion, respectively.
Supplemental Pro Forma (unaudited)
The following table summarizes the unaudited supplemental pro forma financial information for the three- and six-month periods ended June 30, 2021, as if we had completed the acquisition of Shell's Permian assets on January 1, 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended
June 30, 2021 | | Six Months Ended
June 30, 2021 |
| Supplemental Pro Forma (unaudited) | As Reported | Pro forma Shell | Pro forma Combined | | As Reported | Pro forma Shell | Pro forma Combined |
| Total Revenues and Other Income | 10,211 | | 799 | | 11,010 | | | 20,770 | | 1,395 | | 22,165 | |
| Income before income taxes | 3,080 | | 297 | | 3,377 | | | 4,794 | | 416 | | 5,210 | |
| Net Income | 2,091 | | 227 | | 2,318 | | | 3,073 | | 318 | | 3,391 | |
| | | | | | | |
| Earnings per share ($ per share): | | | | | | | |
| Basic net income | $ | 1.55 | | | 1.71 | | | 2.32 | | | 2.56 | |
| Diluted net income | 1.55 | | | 1.71 | | | 2.31 | | | 2.55 | |
The unaudited supplemental pro forma financial information is presented for illustration and comparative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been completed on January 1, 2020, nor is it necessarily indicative of future operating results of the combined entity. The unaudited pro forma financial information for the three- and six-month periods ended June 30, 2021, is a result of combining the consolidated income statement of ConocoPhillips with the results of the assets acquired from Shell. The pro forma results do not include transaction-related costs, nor any cost savings anticipated as a result of the transaction. The pro forma results include adjustments made primarily to DD&A, which is based on the unit-of-production method, resulting from the purchase price allocated to properties, plants and equipment. We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.
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7 | ConocoPhillips 2022 Q2 10-Q | |
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| Notes to Consolidated Financial Statements | |
Acquisition of Concho Resources Inc. (Concho)
In January 2021, we completed our acquisition of Concho, an independent oil and gas exploration and production company in an all-stock transaction. In conjunction with this acquisition, we commenced, and completed in 2021, a company-wide restructuring program, the scope of which included combining the operations of the two companies as well as other global restructuring activities for which we recognized non-recurring restructuring and transaction costs. Further information regarding the Concho acquisition can be found in the following footnotes: Note 7—Changes in Equity; Note 9—Contingencies and Commitments; Note 10—Derivative and Financial Instruments; and Note 13—Cash Flow Information and should be read in conjunction with the notes included in our Annual Report on Form 10-K.
Acquisition of Additional Shareholding Interest in Australia Pacific LNG Pty Ltd (APLNG)
In February 2022, we completed the acquisition of an additional 10 percent interest in APLNG from Origin Energy for approximately $1.4 billion, after customary adjustments, in an all-cash transaction resulting from the exercise of our preemption right. This increases our ownership in APLNG to 47.5 percent, with Origin Energy and Sinopec owning
27.5 percent and 25 percent, respectively. APLNG is reported as an equity investment in our Asia Pacific segment.
Assets Sold
In April 2022, we sold our interests in certain noncore assets in the Lower 48 segment for net proceeds of $370 million and recognized a $80 million before-tax and $63 million after-tax gain. At the time of disposition, our interests in these assets had a net carrying value of $290 million, consisting primarily of $401 million of PP&E and $111 million of liabilities, primarily related to AROs.
In March 2022, we completed the divestiture of our subsidiaries that held our Indonesia assets and operations, and based on an effective date of January 1, 2021, we received net proceeds of $731 million after customary adjustments and recognized a $534 million before-tax and $462 million after-tax gain related to this transaction. Together, the subsidiaries sold indirectly held our 54 percent interest in the Indonesia Corridor Block Production Sharing Contract (PSC) and
35 percent shareholding in the Transasia Pipeline Company. At the time of the disposition, the net carrying value was approximately $0.2 billion, excluding $0.2 billion of cash and restricted cash. The net book value consisted primarily of $0.3 billion of PP&E and $0.1 billion of ARO. The before-tax earnings associated with the subsidiaries sold, excluding the gain on disposition noted above, were $138 million and $264 million for the six-month period ended June 30, 2022 and 2021, respectively. Results of operations for the Indonesia interests sold were reported in our Asia Pacific segment.
For the three- and six-months ended June 30, 2022, we recorded contingent payments of $174 million and $424 million, respectively, relating to the previous dispositions of our interest in the Foster Creek Christina Lake Partnership and western Canada gas assets as well as our San Juan assets. The contingent payments are recorded as gain on disposition in our consolidated income statement and are reflected within our Canada and Lower 48 segments. For the three- and six-months ended June 30, 2021, we recorded contingent payments of $68 million and $94 million, respectively.
Planned Dispositions
In July 2022, we entered into agreements to sell our interests in certain noncore assets in the Lower 48 segment for $265 million, before customary adjustments. These transactions are expected to close in the third quarter of 2022.
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| ConocoPhillips 2022 Q2 10-Q | 8 |
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Notes to Consolidated Financial Statements | |
Note 4—Investments, Loans and Long-Term Receivables
APLNG
APLNG executed project agreements for an $8.5 billion project finance facility in 2012 which became non-recourse following financial completion in 2017. Following restructuring efforts, the facility is currently composed of a financing agreement with the Export-Import Bank of the United States, a commercial bank facility and two United States Private Placement note facilities. APLNG principal and interest payments commenced in March 2017 and are scheduled to occur bi-annually until September 2030. At June 30, 2022, a balance of $5.5 billion was outstanding on these facilities.
In February 2022, we completed the acquisition of an additional 10 percent interest in APLNG from Origin Energy for approximately $1.4 billion resulting from the exercise of our preemption right. This increases our ownership in APLNG to 47.5 percent, with Origin Energy and Sinopec owning 27.5 percent and 25 percent, respectively.
At June 30, 2022, the carrying value of our equity method investment in APLNG was $6.4 billion. The balance is included in the “Investments and long-term receivables” line on our consolidated balance sheet.
Loans
As part of our normal ongoing business operations, 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. At June 30, 2022, significant loans to affiliated companies included $59 million in project financing to Qatar Liquefied Gas Company Limited (3), which is included within the “Accounts and notes receivable—related parties” line on our consolidated balance sheet.
Note 5—Investment in Cenovus Energy
At December 31, 2021, we held 91 million common shares of Cenovus Energy (CVE), which approximated 4.5% of their issued and outstanding common shares. Those shares were carried on our balance sheet at fair value of $1.1 billion based on NYSE closing price of $12.28 per share on the last day of trading for the period. During the first quarter of 2022, we sold our remaining 91 million shares, recognizing proceeds of $1.4 billion.
All gains and losses were recognized within "Other income” on our consolidated income statement. Proceeds related to the sale of our CVE shares were included within “Cash Flows from Investing Activities” on our consolidated statement of cash flows. See Note 11. | | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Total Net gain on equity securities | $ | — | | 418 | | 251 | | 726 | |
Less: Net gain on equity securities sold during the period | — | | 31 | | 251 | | 60 | |
Unrealized gain on equity securities still held at the reporting date | $ | — | | 387 | | $ | — | | 666 | |
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9 | ConocoPhillips 2022 Q2 10-Q | |
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| Notes to Consolidated Financial Statements | |
Note 6—Debt
| | | | | | | | |
| Millions of Dollars |
| June 30
2022 | December 31 2021 |
2.4% Notes due 2022 | $ | 329 | | 329 | |
7.65% Debentures due 2023 | 78 | | 78 | |
3.35% Notes due 2024 | 426 | | 426 | |
2.125% Notes due 2024 | 900 | | — | |
8.2% Notes due 2025 | 134 | | 134 | |
3.35% Debentures due 2025 | 199 | | 199 | |
2.4% Notes due 2025 | 900 | | — | |
6.875% Debentures due 2026 | 67 | | 67 | |
4.95% Notes due 2026 | — | | 1,250 | |
7.8% Debentures due 2027 | 203 | | 203 | |
3.75% Notes due 2027 | 196 | | 1,000 | |
4.3% Notes due 2028 | 223 | | 1,000 | |
7.375% Debentures due 2029 | 92 | | 92 | |
7% Debentures due 2029 | 112 | | 200 | |
6.95% Notes due 2029 | 1,195 | | 1,549 | |
8.125% Notes due 2030 | 390 | | 390 | |
7.4% Notes due 2031 | 382 | | 500 | |
7.25% Notes due 2031 | 400 | | 500 | |
7.2% Notes due 2031 | 447 | | 575 | |
2.4% Notes due 2031 | 227 | | 500 | |
5.9% Notes due 2032 | 505 | | 505 | |
4.15% Notes due 2034 | 246 | | 246 | |
5.95% Notes due 2036 | 326 | | 500 | |
5.951% Notes due 2037 | 645 | | 645 | |
5.9% Notes due 2038 | 350 | | 600 | |
6.5% Notes due 2039 | 1,588 | | 2,750 | |
3.758% Notes due 2042 | 785 | | — | |
4.3% Notes due 2044 | 750 | | 750 | |
5.95% Notes due 2046 | 329 | | 500 | |
7.9% Debentures due 2047 | 60 | | 60 | |
4.875% Notes due 2047 | 319 | | 800 | |
4.85% Notes due 2048 | 219 | | 600 | |
3.8% Notes due 2052 | 1,100 | | — | |
4.025% Notes due 2062 | 1,770 | | — | |
Floating rate notes due 2022 at 1.06% – 1.41% during 2022 and 1.02% –1.12% during 2021 | — | | 500 | |
Marine Terminal Revenue Refunding Bonds due 2031 at 0.07% – 1.09% during 2022 and 0.04% – 0.15% during 2021 | 265 | | 265 | |
Industrial Development Bonds due 2035 at 0.07% – 1.09% during 2022 and 0.04% – 0.12% during 2021 | 18 | | 18 | |
| Other | 33 | | 35 | |
| Debt at face value | 16,208 | | 17,766 | |
| Finance leases | 1,284 | | 1,261 | |
| Net unamortized premiums, discounts and debt issuance costs | (521) | | 907 | |
| Total debt | 16,971 | | 19,934 | |
| Short-term debt | (676) | | (1,200) | |
| Long-term debt | $ | 16,295 | | 18,734 | |
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| ConocoPhillips 2022 Q2 10-Q | 10 |
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Notes to Consolidated Financial Statements | |
In May 2022, we redeemed $1,250 million principal amount of our 4.95 percent Notes due 2026. We paid premiums above face value of $79 million to redeem the debt and recognized a loss on debt extinguishment of $83 million which is included in the "Other expenses" line on our consolidated income statement. We also paid $500 million to retire the outstanding principal amount of the floating rate notes due 2022 at maturity.
In the first quarter of 2022, we completed a debt refinancing consisting of three concurrent transactions: a tender offer to repurchase existing debt for cash; exchange offers to retire certain debt in exchange for new debt and cash; and a new debt issuance to partially fund the cash paid in the tender and exchange offers.
Tender Offer
In March 2022, we repurchased a total of $2,716 million aggregate principal amount of debt as listed below. We paid premiums above face value of $333 million to repurchase these debt instruments and recognized a gain on debt extinguishment of $155 million which is included in the "Other expenses" line on our consolidated income statement.
•3.75% Notes due 2027 with principal of $1,000 million (partial repurchase of $804 million)
•4.3% Notes due 2028 with principal of $1,000 million (partial repurchase of $777 million)
•2.4% Notes due 2031 with principal of $500 million (partial repurchase of $273 million)
•4.875% Notes due 2047 with principal of $800 million (partial repurchase of $481 million)
•4.85% Notes due 2048 with principal of $600 million (partial repurchase of $381 million)
Exchange Offers
Also in March 2022, we completed two concurrent debt exchange offers through which $2,544 million of aggregate principal of existing notes was tendered and accepted in exchange for a combination of new notes and cash. The debt exchange offers were treated as debt modifications for accounting purposes resulting in a portion of the unamortized debt discount, premiums and debt issuance costs of the existing notes being allocated to the new notes on the settlement dates of the exchange offers. We paid premiums above face value of $883 million, comprised of $872 million of cash as well as new notes, which were capitalized as additional debt discount. We incurred expenses of $28 million in the exchanges which are included in the "Other expenses" line on our consolidated income statement.
The notes tendered and accepted in the exchange offers were:
•7% Debentures due 2029 with principal amount of $200 million (partial exchange of $88 million)
•6.95% Notes due 2029 with principal amount of $1,549 million (partial exchange of $354 million)
•7.4% Notes due 2031 with principal amount of $500 million (partial exchange of $118 million)
•7.25% Notes due 2031 with principal amount of $500 million (partial exchange of $100 million)
•7.2% Notes due 2031 with principal amount of $575 million (partial exchange of $128 million)
•5.95% Notes due 2036 with principal amount of $500 million (partial exchange of $174 million)
•5.9% Notes due 2038 with principal amount of $600 million (partial exchange of $250 million)
•6.5% Notes due 2039 with principal amount of $2,750 million (partial exchange of $1,162 million)
•5.95% Notes due 2046 with principal amount of $500 million (partial exchange of $171 million)
The notes tendered and accepted were exchanged for the following new notes:
•3.758% Notes due 2042 with principal amount of $785 million
•4.025% Notes due 2062 with principal amount of $1,770 million
New Debt Issuance
On March 8, 2022, we issued the following new notes consisting of:
•2.125% Notes due 2024 with principal of $900 million
•2.4% Notes due 2025 with principal of $900 million
•3.8% Notes due 2052 with principal of $1,100 million
In February 2022, we refinanced our revolving credit facility from a total borrowing capacity of $6.0 billion to $5.5 billion with an expiration date of February 2027. Our revolving credit facility may be used for direct bank borrowings, the issuance of letters of credit totaling up to $500 million, or as support for our commercial paper program. The revolving credit facility is broadly syndicated among financial institutions and does not contain any material adverse change provisions or any covenants requiring maintenance of specified financial ratios or credit ratings. The facility agreement contains 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 any of its consolidated subsidiaries. The amount of the facility is not subject to redetermination prior to its expiration date.
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| Notes to Consolidated Financial Statements | |
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 U.S. The facility agreement calls for commitment fees on available, but unused, amounts. The facility agreement also contains early termination rights if our current directors or their approved successors cease to be a majority of the Board of Directors.
The revolving credit facility supports our ability to issue up to $5.5 billion of commercial paper. Commercial paper is generally limited to maturities of 90 days and is included in short-term debt on our consolidated balance sheet. With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $5.5 billion in available borrowing capacity under our revolving credit facility at June 30, 2022. At December 31, 2021, we had no commercial paper outstanding and no direct borrowings or letters of credit issued.
The current credit ratings on our long-term debt are:
•Fitch: “A” with a “stable” outlook
•S&P: “A-” with a “stable” outlook
•Moody’s: “A3” with a “positive” outlook
We do not have any ratings triggers on any of our corporate debt that would cause an automatic default, and thereby impact our access to liquidity upon downgrade of our credit ratings. If our credit ratings are downgraded from their current levels, it could increase the cost of corporate debt available to us and restrict our access to the commercial paper markets. If our credit ratings were to deteriorate to a level prohibiting us from accessing the commercial paper market, we would still be able to access funds under our revolving credit facility.
At June 30, 2022, we had $283 million of certain variable rate demand bonds (VRDBs) outstanding with maturities ranging through 2035. The VRDBs are redeemable at the option of the bondholders on any business day. If they are ever redeemed, we have the ability and intent to refinance on a long-term basis, therefore, the VRDBs are included in the “Long-term debt” line on our consolidated balance sheet.
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| ConocoPhillips 2022 Q2 10-Q | 12 |
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Notes to Consolidated Financial Statements | |
Note 7—Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars | | |
| | | | |
| Common Stock | | | | | |
| Par Value | Capital in Excess of Par | Treasury Stock | Accum. Other Comprehensive Income (Loss) | Retained Earnings | Total | | |
For the three months ended June 30, 2022 | | | | | | | | |
| Balances at March 31, 2022 | $ | 21 | | 60,907 | | (52,344) | | (4,808) | | 45,442 | | 49,218 | | | |
| Net income | | | | | 5,145 | | 5,145 | | | |
| Other comprehensive income | | | | (505) | | | (505) | | | |
| Dividends declared | | | | | | | | |
Ordinary ($0.46 per common share) | | | | | (598) | | (598) | | | |
Variable return of cash ($0.70 per common share) | | | | | (896) | | (896) | | | |
| Repurchase of company common stock | | | (2,300) | | | | (2,300) | | | |
| Distributed under benefit plans | | 138 | | | | | 138 | | | |
| Other | | | | | | — | | | |
| Balances at June 30, 2022 | $ | 21 | | 61,045 | | (54,644) | | (5,313) | | 49,093 | | 50,202 | | | |
| | | | | | | | |
For the six months ended June 30, 2022 | | | | | | | | |
Balances at December 31, 2021 | $ | 21 | | 60,581 | | (50,920) | | (4,950) | | 40,674 | | 45,406 | | | |
Net income | | | | | 10,904 | | 10,904 | | | |
Other comprehensive income | | | | (363) | | | (363) | | | |
| Dividends declared | | | | | | | | |
Ordinary ($0.92 per common share) | | | | | (1,201) | | (1,201) | | | |
Variable return of cash ($1.00 per common share) | | | | | (1,286) | | (1,286) | | | |
Repurchase of company common stock | | | (3,725) | | | | (3,725) | | | |
Distributed under benefit plans | | 464 | | | | | 464 | | | |
Other | | | 1 | | | 2 | | 3 | | | |
Balances at June 30, 2022 | $ | 21 | | 61,045 | | (54,644) | | (5,313) | | 49,093 | | 50,202 | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Millions of Dollars |
| Common Stock | | | |
| Par Value | Capital in Excess of Par | Treasury Stock | Accum. Other Comprehensive Income (Loss) | Retained Earnings | Total |
For the three months ended June 30, 2021 | | | | | | |
| Balances at March 31, 2021 | $ | 21 | | 60,278 | | (47,672) | | (5,080) | | 35,608 | | 43,155 | |
| Net income | | | | | 2,091 | | 2,091 | |
| Other comprehensive income | | | | 160 | | | 160 | |
| Dividends declared | | | | | | |
Ordinary ($0.43 per common share) | | | | | (583) | | (583) | |
| Repurchase of company common stock | | | (606) | | | | (606) | |
| Distributed under benefit plans | | 59 | | | | | 59 | |
Balances at June 30, 2021 | $ | 21 | | 60,337 | | (48,278) | | (4,920) | | 37,116 | | 44,276 | |
| | | | | | |
For the six months ended June 30, 2021 | | | | | | |
Balances at December 31, 2020 | $ | 18 | | 47,133 | | (47,297) | | (5,218) | | 35,213 | | 29,849 | |
Net income | | | | | 3,073 | | 3,073 | |
Other comprehensive loss | | | | 298 | | | 298 | |
| Dividends declared | | | | | | |
Ordinary ($0.86 per common share) | | | | | (1,171) | | (1,171) | |
| Acquisition of Concho | 3 | | 13,122 | | | | | 13,125 | |
Repurchase of company common stock | | | (981) | | | | (981) | |
Distributed under benefit plans | | 82 | | | | | 82 | |
Other | | | | | 1 | | 1 | |
Balances at June 30, 2021 | $ | 21 | | 60,337 | | (48,278) | | (4,920) | | 37,116 | | 44,276 | |
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13 | ConocoPhillips 2022 Q2 10-Q | |
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| Notes to Consolidated Financial Statements | |
Note 8—Guarantees
At June 30, 2022, 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 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.
APLNG Guarantees
At June 30, 2022, we had outstanding multiple guarantees in connection with our 47.5 percent ownership interest in APLNG. The following is a description of the guarantees with values calculated utilizing June 2022 exchange rates:
•During the third quarter of 2016, we issued a guarantee to facilitate the withdrawal of our pro-rata portion of the funds in a project finance reserve account. We estimate the remaining term of this guarantee is 9 years. Our maximum exposure under this guarantee is approximately $210 million and may become payable if an enforcement action is commenced by the project finance lenders against APLNG. At June 30, 2022, the carrying value of this guarantee was $14 million.
•In conjunction with our original purchase of an ownership interest in APLNG from Origin Energy Limited in October 2008, we agreed to reimburse Origin Energy Limited for our share of the existing contingent liability arising under guarantees of an existing obligation of APLNG to deliver natural gas under several sales agreements. The final guarantee expires in the fourth quarter of 2041. Our maximum potential liability for future payments, or cost of volume delivery, under these guarantees is estimated to be $820 million ($1.4 billion in the event of intentional or reckless breach) and would 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-ventures do not make necessary equity contributions into APLNG.
•We have guaranteed the performance of APLNG with regard to certain other contracts executed in connection with the project’s continued development. The guarantees have remaining terms of 15 to 23 years or the life of the venture. Our maximum potential amount of future payments related to these guarantees is approximately $290 million and would become payable if APLNG does not perform. At June 30, 2022, the carrying value of these guarantees was approximately $20 million.
Other Guarantees
We have other guarantees with maximum future potential payment amounts totaling approximately $720 million, which consist primarily of guarantees of the residual value of leased office buildings, guarantees of the residual value of corporate aircrafts, and a guarantee for our portion of a joint venture’s project finance reserve accounts. These guarantees have remaining terms of one to five years and would become payable if certain asset values are lower than guaranteed amounts at the end of the lease or contract term, business conditions decline at guaranteed entities, or as a result of nonperformance of contractual terms by guaranteed parties. At June 30, 2022, the carrying value of these guarantees was $8 million.
Indemnifications
Over the years, we have entered into agreements to sell ownership interests in certain legal entities, joint ventures and assets that gave rise to qualifying indemnifications. These agreements include indemnifications for taxes and environmental liabilities. The carrying amount recorded for these indemnification obligations at June 30, 2022, was
$20 million. Those related to environmental issues have terms that are generally indefinite and the maximum amounts of future payments are generally unlimited. 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. See Note 9 for additional information about environmental liabilities. | | | | | | | | |
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Notes to Consolidated Financial Statements | |
Note 9—Contingencies and Commitments
A number of lawsuits involving a variety of claims arising in the ordinary course of business have been filed against ConocoPhillips. 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 low end of the range is accrued. We do not reduce these liabilities for potential insurance or third-party recoveries. We accrue receivables for insurance or other third-party recoveries when applicable. With respect to 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.
Environmental
We are subject to international, federal, state and local environmental laws and regulations and record accruals for environmental liabilities based on management’s best estimates. These estimates are based 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. 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 other 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 agency 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 limits and time limits.
We are currently participating in environmental assessments and cleanups at numerous federal Superfund and comparable state and international sites. After an assessment of environmental exposures for cleanup and other costs, we make accruals on an undiscounted basis (except those 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. We have not reduced these accruals for possible insurance recoveries.
At June 30, 2022, our balance sheet included a total environmental accrual of $178 million, compared with $187 million at December 31, 2021, for remediation activities in the U.S. and Canada. We expect to incur a substantial amount of these expenditures within the next 30 years. In the future, we may be involved in additional environmental assessments, cleanups and proceedings.
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15 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
Litigation and Other Contingencies
We are subject to various lawsuits and claims including, but not limited to, matters involving oil and gas royalty and severance tax payments, gas measurement and valuation methods, contract disputes, environmental damages, climate change, personal injury, and property damage. Our primary exposures for such matters relate to alleged royalty and tax underpayments on certain federal, state and privately owned properties, claims of alleged environmental contamination and damages from historic operations, and climate change. We will continue to defend ourselves vigorously in these 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, is required.
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 June 30, 2022, we had performance obligations secured by letters of credit of $320 million (issued as direct bank letters of credit) related to various purchase commitments for materials, supplies, commercial activities and services incident to the ordinary conduct of business.
In 2007, ConocoPhillips was unable to reach agreement with respect to the empresa mixta structure mandated by the Venezuelan government’s Nationalization Decree. As a result, Venezuela’s national oil company, Petróleos de Venezuela, S.A. (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, ConocoPhillips initiated international arbitration on November 2, 2007, with the ICSID. On September 3, 2013, an ICSID arbitration tribunal held that Venezuela unlawfully expropriated ConocoPhillips’ significant oil investments in June 2007. On January 17, 2017, the Tribunal reconfirmed the decision that the expropriation was unlawful. In March 2019, the Tribunal unanimously ordered the government of Venezuela to pay ConocoPhillips approximately $8.7 billion in compensation for the government’s unlawful expropriation of the company’s investments in Venezuela in 2007. On August 29, 2019, the ICSID Tribunal issued a decision rectifying the award and reducing it by approximately $227 million. The award now stands at $8.5 billion plus interest. The government of Venezuela sought annulment of the award, which automatically stayed enforcement of the award. On September 29, 2021, the ICSID annulment committee lifted the stay of enforcement of the award.
In 2014, ConocoPhillips filed a separate and independent arbitration under the rules of the ICC against PDVSA under the contracts that had established the Petrozuata and Hamaca projects. The ICC Tribunal issued an award in April 2018, finding that PDVSA owed ConocoPhillips approximately $2 billion under their agreements in connection with the expropriation of the projects and other pre-expropriation fiscal measures. In August 2018, ConocoPhillips entered into a settlement with PDVSA to recover the full amount of this ICC award, plus interest through the payment period, including initial payments totaling approximately $500 million within a period of 90 days from the time of signing of the settlement agreement. The balance of the settlement is to be paid quarterly over a period of four and a half years. Per the settlement, PDVSA recognized the ICC award as a judgment in various jurisdictions, and ConocoPhillips agreed to suspend its legal enforcement actions. ConocoPhillips sent notices of default to PDVSA on October 14 and November 12, 2019, and to date PDVSA has failed to cure its breach. As a result, ConocoPhillips has resumed legal enforcement actions. To date, ConocoPhillips has received approximately $771 million in connection with the ICC award. ConocoPhillips has ensured that the settlement and any actions taken in enforcement thereof meet all appropriate U.S. regulatory requirements, including those related to any applicable sanctions imposed by the U.S. against Venezuela.
In 2016, ConocoPhillips filed a separate and independent arbitration under the rules of the ICC against PDVSA under the contracts that had established the Corocoro Project. On August 2, 2019, the ICC Tribunal awarded ConocoPhillips approximately $33 million plus interest under the Corocoro contracts. ConocoPhillips is seeking recognition and enforcement of the award in various jurisdictions. ConocoPhillips has ensured that all the actions related to the award meet all appropriate U.S. regulatory requirements, including those related to any applicable sanctions imposed by the U.S. against Venezuela.
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| ConocoPhillips 2022 Q2 10-Q | 16 |
| | | | | |
Notes to Consolidated Financial Statements | |
Beginning in 2017, governmental and other entities in several states in the U.S. have filed lawsuits against oil and gas companies, including ConocoPhillips, seeking compensatory damages and equitable relief to abate alleged climate change impacts. Additional lawsuits with similar allegations are expected to be filed. The amounts claimed by plaintiffs are unspecified and the legal and factual issues are unprecedented, therefore, there is significant uncertainty about the scope of the claims and alleged damages and any potential impact on the Company’s financial condition. ConocoPhillips believes these lawsuits are factually and legally meritless and are an inappropriate vehicle to address the challenges associated with climate change and will vigorously defend against such lawsuits.
Several Louisiana parishes and the State of Louisiana have filed 43 lawsuits under Louisiana’s State and Local Coastal Resources Management Act (SLCRMA) against oil and gas companies, including ConocoPhillips, seeking compensatory damages for contamination and erosion of the Louisiana coastline allegedly caused by historical oil and gas operations. ConocoPhillips entities are defendants in 22 of the lawsuits and will vigorously defend against them. Because Plaintiffs’ SLCRMA theories are unprecedented, there is uncertainty about these claims (both as to scope and damages) and we continue to evaluate our exposure in these lawsuits.
In October 2020, the Bureau of Safety and Environmental Enforcement (BSEE) ordered the prior owners of Outer Continental Shelf (OCS) Lease P-0166, including ConocoPhillips, to decommission the lease facilities, including two offshore platforms located near Carpinteria, California. This order was sent after the current owner of OCS Lease P-0166 relinquished the lease and abandoned the lease platforms and facilities. BSEE’s order to ConocoPhillips is premised on its connection to Phillips Petroleum Company, a legacy company of ConocoPhillips, which held a historical 25 percent interest in this lease and operated these facilities but sold its interest approximately 30 years ago. ConocoPhillips is challenging the BSEE order but continues to evaluate its exposure in this matter.
On May 10, 2021, ConocoPhillips filed arbitration under the rules of the Singapore International Arbitration Centre (SIAC) against Santos KOTN Pty Ltd. and Santos Limited for their failure to timely pay the $200 million bonus due upon final investment decision of the Barossa development project under the sale and purchase agreement. Santos KOTN Pty Ltd. and Santos Limited have filed a response and counterclaim, and the arbitration is underway.
In July 2021, a federal securities class action was filed against Concho, certain of Concho’s officers, and ConocoPhillips as Concho’s successor in the United States District Court for the Southern District of Texas. On October 21, 2021, the court issued an order appointing Utah Retirement Systems and the Construction Laborers Pension Trust for Southern California as lead plaintiffs (Lead Plaintiffs). On January 7, 2022, the Lead Plaintiffs filed their consolidated complaint alleging that Concho made materially false and misleading statements regarding its business and operations in violation of the federal securities laws and seeking unspecified damages, attorneys’ fees, costs, equitable/injunctive relief, and such other relief that may be deemed appropriate. We believe the allegations in the action are without merit and are vigorously defending this litigation.
Note 10—Derivative and Financial Instruments
We use futures, forwards, swaps and options in various markets to meet our customer needs, capture market opportunities and manage foreign exchange currency risk.
Commodity Derivative Instruments
Our commodity business primarily consists of natural gas, crude oil, bitumen, LNG and NGLs.
Commodity derivative instruments are held at fair value on our consolidated balance sheet. Where these balances have the right of setoff, they are presented on a net basis. Related cash flows are recorded as operating activities on our consolidated statement of cash flows. On our consolidated income statement, gains and losses are recognized either on a gross basis if directly related to our physical business or a net basis if held for trading. Gains and losses related to contracts that meet and are designated with the NPNS exception are recognized upon settlement. We generally apply this exception to eligible crude contracts and certain gas contracts. We do not apply hedge accounting for our commodity derivatives.
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17 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
The following table presents the gross fair values of our commodity derivatives, excluding collateral, and the line items where they appear on our consolidated balance sheet:
| | | | | | | | |
| Millions of Dollars |
| June 30
2022 | December 31
2021 |
| Assets | | |
Prepaid expenses and other current assets | $ | 1,790 | | 1,168 | |
Other assets | 262 | | 75 | |
| Liabilities | | |
Other accruals | 1,824 | | 1,160 | |
Other liabilities and deferred credits | 232 | | 63 | |
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 June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
| | | | |
Sales and other operating revenues | $ | (13) | | (100) | | (420) | | (379) | |
Other income | 1 | | (1) | | 2 | | 16 | |
Purchased commodities | (55) | | 132 | | 346 | | 145 | |
During the first quarter of 2021, we recognized a $305 million loss on settlement of derivative contracts acquired through the Concho transaction. This loss is recorded within the “Sales and other operating revenues” line on our consolidated income statement. In connection with this settlement, we issued a cash payment of $692 million in the first quarter of 2021 and $69 million in the second quarter of 2021 which are included within “Cash Flows From Operating Activities” on our consolidated statement of cash flows.
The table below summarizes our material net exposures resulting from outstanding commodity derivative contracts:
| | | | | | | | |
| Open Position
Long (Short) |
| June 30
2022 | December 31
2021 |
| Commodity | | |
| Natural gas and power (billions of cubic feet equivalent) | | |
| Fixed price | (14) | | 4 | |
| Basis | (1) | | (22) | |
| | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 18 |
| | | | | |
Notes to Consolidated Financial Statements | |
Financial Instruments
We invest in financial instruments with maturities based on our cash forecasts for the various accounts and currency pools we manage. The types of financial instruments in which we currently invest include:
•Time deposits: Interest bearing deposits placed with financial institutions for a predetermined amount of time.
•Demand deposits: Interest bearing deposits placed with financial institutions. Deposited funds can be withdrawn without notice.
•Commercial paper: Unsecured promissory notes issued by a corporation, commercial bank or government agency purchased at a discount to mature at par.
•U.S. government or government agency obligations: Securities issued by the U.S. government or U.S. government agencies.
•Foreign government obligations: Securities issued by foreign governments.
•Corporate bonds: Unsecured debt securities issued by corporations.
•Asset-backed securities: Collateralized debt securities.
The following investments are carried on our consolidated balance sheet at cost, plus accrued interest, and the table reflects remaining maturities at June 30, 2022, and December 31, 2021:
| | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Carrying Amount |
| Cash and Cash Equivalents | Short-Term Investments | |
| June 30
2022 | December 31
2021 | June 30
2022 | December 31
2021 | | |
| Cash | $ | 505 | | 670 | | | | | |
Demand Deposits | 1,690 | | 1,554 | | | | | |
Time Deposits | | | | | | |
1 to 90 days | 4,555 | | 2,363 | | 524 | | 217 | | | |
91 to 180 days | | | 112 | | 4 | | | |
Within one year | | | 47 | | 4 | | | |
One year through five years | | | | | | |
U.S. Government Obligations | | | | | | |
1 to 90 days | 39 | | 431 | | — | | — | | | |
| $ | 6,789 | | 5,018 | | 683 | | 225 | | | |
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19 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
The following investments in debt securities classified as available for sale are carried at fair value on our consolidated balance sheet at June 30, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Carrying Amount |
| Cash and Cash Equivalents | Short-Term Investments | Investments and Long-Term
Receivables |
| June 30
2022 | December 31
2021 | June 30
2022 | December 31
2021 | June 30
2022 | December 31
2021 |
| Major Security Type | | | | | | |
Corporate Bonds | $ | — | | 3 | | 299 | | 128 | | 298 | | 173 | |
Commercial Paper | 120 | | 7 | | 215 | | 82 | | | |
| U.S. Government Obligations | — | | — | | 68 | | — | | 94 | | 2 | |
U.S. Government Agency Obligations | | | 5 | | 2 | | 5 | | 8 | |
Foreign Government Obligations | | | 2 | | 7 | | 4 | | 2 | |
Asset-backed Securities | | | — | | 2 | | 100 | | 63 | |
| $ | 120 | | 10 | | 589 | | 221 | | 501 | | 248 | |
Cash and Cash Equivalents and Short-Term Investments have remaining maturities within one year.
Investments and Long-Term Receivables have remaining maturities greater than one year through seven years.
The following table summarizes the amortized cost basis and fair value of investments in debt securities classified as available for sale:
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Amortized Cost Basis | Fair Value |
| June 30
2022 | December 31
2021 | June 30
2022 | December 31
2021 |
| Major Security Type | | | | |
Corporate Bonds | $ | 604 | | 305 | | 597 | | 304 | |
Commercial Paper | 335 | | 88 | | 335 | | 89 | |
U.S. Government Obligations | 163 | | 2 | | 162 | | 2 | |
U.S. Government Agency Obligations | 10 | | 10 | | 10 | | 10 | |
Foreign Government Obligations | 6 | | 9 | | 6 | | 9 | |
Asset-backed Securities | 100 | | 65 | | 100 | | 65 | |
| $ | 1,218 | | 479 | | 1,210 | | 479 | |
As of June 30, 2022 and December 31, 2021, total unrealized losses for debt securities classified as available for sale with net losses were negligible. Additionally, as of June 30, 2022 and December 31, 2021, investments in these debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded were negligible.
For the three- and six-month periods ended June 30, 2022, proceeds from sales and redemptions of investments in debt securities classified as available for sale were $86 million and $201 million, respectively. For the three- and six-month periods ended June 30, 2021, proceeds from sales and redemptions of investments in debt securities classified as available for sale were $173 million and $320 million, respectively. Gross realized gains and losses included in earnings from those sales and redemptions were negligible. The cost of securities sold and redeemed is determined using the specific identification method.
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| ConocoPhillips 2022 Q2 10-Q | 20 |
| | | | | |
Notes to Consolidated Financial Statements | |
Credit Risk
Financial instruments potentially exposed to concentrations of credit risk consist primarily of cash equivalents, short-term investments, long-term investments in debt securities, OTC derivative contracts and trade receivables. Our cash equivalents and short-term investments are placed in high-quality commercial paper, government money market funds, U.S. government and government agency obligations, time deposits with major international banks and financial institutions, high-quality corporate bonds, foreign government obligations and asset-backed securities. Our long-term investments in debt securities are placed in high-quality corporate bonds, asset-backed securities, U.S. government and government agency obligations, and foreign government obligations.
The credit risk from our OTC derivative contracts, such as forwards, swaps and options, 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 primarily 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 oil and gas 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 may require collateral to limit the exposure to loss including letters of credit, prepayments and surety bonds, as well as 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 to us.
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, such as transactions administered through the New York Mercantile Exchange.
The aggregate fair value of all derivative instruments with such credit risk-related contingent features that were in a liability position at June 30, 2022 and December 31, 2021 was $326 million and $281 million, respectively. For these instruments, collateral posted at June 30, 2022 was $6 million and no collateral was posted at December 31, 2021. If our credit rating had been downgraded below investment grade at June 30, 2022, we would have been required to post
$238 million of additional collateral, either with cash or letters of credit.
Note 11—Fair Value Measurement
We carry a portion of our assets and liabilities at fair value that are measured at the reporting date using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclosed according to the quality of valuation inputs under the fair value hierarchy.
The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborated market data becomes available. Assets and liabilities initially reported as Level 2 are subsequently reported as Level 3 if corroborated market data is no longer available. There were no material transfers into or out of Level 3 during the six-month period ended June 30, 2022, nor during the year ended December 31, 2021.
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21 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
Recurring Fair Value Measurement
Financial assets and liabilities reported at fair value on a recurring basis includes our investment in CVE common shares, our investments in debt securities classified as available for sale, and commodity derivatives.
•Level 1 derivative assets and liabilities primarily represent exchange-traded futures and options that are valued using unadjusted prices available from the underlying exchange. Level 1 also includes our investment in common shares of CVE, which is valued using quotes for shares on the NYSE, and our investments in U.S. government obligations classified as available for sale debt securities, which are valued using exchange prices.
•Level 2 derivative assets and liabilities primarily represent OTC swaps, options and forward purchase and sale contracts that are valued using adjusted exchange prices, prices provided by brokers or pricing service companies that are all corroborated by market data. Level 2 also includes our investments in debt securities classified as available for sale including investments in corporate bonds, commercial paper, asset-backed securities, U.S. government agency obligations and foreign government obligations that are valued using pricing provided by brokers or pricing service companies that are corroborated with market data.
•Level 3 derivative assets and liabilities consist of OTC swaps, options and forward purchase and sale contracts where a significant portion of fair value is calculated from underlying market data that is not readily available. The derived value uses industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, time value, volatility factors and other relevant economic measures. The use of these inputs results in management’s best estimate of fair value. Level 3 activity was not material for all periods presented.
The following table summarizes the fair value hierarchy for gross financial assets and liabilities (i.e., unadjusted where the right of setoff exists for commodity derivatives accounted for at fair value on a recurring basis):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| June 30, 2022 | | December 31, 2021 |
| Level 1 | Level 2 | Level 3 | Total | | Level 1 | Level 2 | Level 3 | Total |
| Assets | | | | | | | | | |
Investment in Cenovus Energy | $ | — | | — | | — | | — | | | 1,117 | | — | | — | | 1,117 | |
Investments in debt securities | 162 | | 1,048 | | — | | 1,210 | | | 2 | | 477 | | — | | 479 | |
Commodity derivatives | 957 | | 1,037 | | 58 | | 2,052 | | | 562 | | 619 | | 62 | | 1,243 | |
Total assets | $ | 1,119 | | 2,085 | | 58 | | 3,262 | | | 1,681 | | 1,096 | | 62 | | 2,839 | |
| | | | | | | | | |
| Liabilities | | | | | | | | | |
| Commodity derivatives | $ | 1,004 | | 867 | | 185 | | 2,056 | | | 593 | | 543 | | 87 | | 1,223 | |
Total liabilities | $ | 1,004 | | 867 | | 185 | | 2,056 | | | 593 | | 543 | | 87 | | 1,223 | |
| | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 22 |
| | | | | |
Notes to Consolidated Financial Statements | |
The following table summarizes those commodity derivative balances subject to the right of setoff as presented on our consolidated balance sheet. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of setoff exists.
| | | | | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| | | Amounts Subject to Right of Setoff |
| Gross Amounts Recognized | Amounts Not Subject to Right of Setoff | Gross Amounts | Gross Amounts Offset | Net Amounts Presented | Cash Collateral | Net Amounts |
| June 30, 2022 | | | | | | | |
| Assets | $ | 2,052 | | 27 | | 2,025 | | 1,302 | | 723 | | — | | 723 | |
| Liabilities | 2,056 | | 16 | | 2,040 | | 1,302 | | 738 | | 48 | | 690 | |
| | | | | | | |
| December 31, 2021 | | | | | | | |
| Assets | $ | 1,243 | | 85 | | 1,158 | | 650 | | 508 | | — | | 508 | |
| Liabilities | 1,223 | | 82 | | 1,141 | | 650 | | 491 | | 36 | | 455 | |
At June 30, 2022 and December 31, 2021, we did not present any amounts gross on our consolidated balance sheet where we had the right of setoff.
Reported Fair Values of Financial Instruments
We used the following methods and assumptions to estimate the fair value of financial instruments:
•Cash and cash equivalents and short-term investments: The carrying amount reported on the balance sheet approximates fair value. For those investments classified as available for sale debt securities, the carrying amount reported on the balance sheet is fair value.
•Accounts and notes receivable (including long-term and related parties): The carrying amount reported on the balance sheet approximates fair value. The valuation technique and methods used to estimate the fair value of the current portion of fixed-rate related party loans is consistent with Loans and advances— related parties.
•Investment in Cenovus Energy: See Note 5 for a discussion of the carrying value and fair value of our investment in CVE common shares. •Investments in debt securities classified as available for sale: The fair value of investments in debt securities categorized as Level 1 in the fair value hierarchy is measured using exchange prices. The fair value of investments in debt securities categorized as Level 2 in the fair value hierarchy is measured using pricing provided by brokers or pricing service companies that are corroborated with market data. See Note 10. •Loans and advances—related parties: The carrying amount of floating-rate loans approximates fair value. The fair value of fixed-rate loan activity is measured using market observable data and is categorized as Level 2 in the fair value hierarchy. See Note 4. •Accounts payable (including related parties) and floating-rate debt: The carrying amount of accounts payable and floating-rate debt reported on the balance sheet approximates fair value.
•Fixed-rate debt: The estimated fair value of fixed-rate debt is measured using prices available from a pricing service that is corroborated by market data; therefore, these liabilities are categorized as Level 2 in the fair value hierarchy.
•Commercial paper: The carrying amount of our commercial paper instruments approximates fair value and is reported on the balance sheet as short-term debt.
| | | | | | | | |
23 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
The following table summarizes the net fair value of financial instruments (i.e., adjusted where the right of setoff exists for commodity derivatives):
| | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Carrying Amount | | Fair Value |
| June 30
2022 | December 31
2021 | | June 30
2022 | December 31
2021 |
| Financial assets | | | | | |
Investment in CVE common shares | $ | — | | 1,117 | | | — | | 1,117 | |
Commodity derivatives | 750 | | 593 | | | 750 | | 593 | |
Investments in debt securities | 1,210 | | 479 | | | 1,210 | | 479 | |
Loans and advances—related parties | 59 | | 114 | | | 59 | | 114 | |
| Financial liabilities | | | | | |
Total debt, excluding finance leases | 15,687 | | 18,673 | | | 16,547 | | 22,451 | |
Commodity derivatives | 706 | | 537 | | | 706 | | 537 | |
Note 12—Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the equity section of our consolidated balance sheet includes:
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Defined Benefit Plans | Net Unrealized Loss on Securities | Foreign Currency Translation | Accumulated Other Comprehensive Loss |
| December 31, 2021 | $ | (31) | | — | | (4,919) | | (4,950) | |
Other comprehensive loss | (49) | | (7) | | (307) | | (363) | |
| June 30, 2022 | $ | (80) | | (7) | | (5,226) | | (5,313) | |
The following table summarizes reclassifications out of accumulated other comprehensive loss and into net income (loss):
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Defined benefit plans | $ | 12 | | 42 | | 16 | | 54 | |
The above amounts are included in the computation of net periodic benefit cost and are presented net of tax expense of $3 million and $11 million for the three-month periods ended June 30, 2022 and June 30, 2021, respectively, and $5 million and $15 million for the six-month periods ended
June 30, 2022 and June 30, 2021, respectively. See Note 14. | | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 24 |
| | | | | |
Notes to Consolidated Financial Statements | |
Note 13—Cash Flow Information
| | | | | | | | |
| Millions of Dollars |
| Six Months Ended June 30 |
Cash Payments | 2022 | 2021 |
Interest | $ | 486 | | 464 | |
Income taxes | 3,942 | | 107 | |
| | |
| Net Sales (Purchases) of Investments | | |
Short-term investments purchased | $ | (1,253) | | (5,439) | |
Short-term investments sold | 613 | | 6,842 | |
Long-term investments purchased | (510) | | (149) | |
Long-term investments sold | 46 | | 48 | |
| $ | (1,104) | | 1,302 | |
In the first quarter of 2021, we acquired Concho in an all-stock transaction for $13.1 billion. In connection with this transaction, we acquired cash of $382 million, which is included in "Cash Flows From Investing Activities" on our consolidated statement of cash flows.
Note 14—Employee Benefit Plans
Pension and Postretirement Plans
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Pension Benefits | | Other Benefits |
| 2022 | | 2021 | | 2022 | | 2021 |
| U.S. | | Int'l. | | U.S. | | Int'l. | | | | |
Components of Net Periodic Benefit Cost | | | | | | | | | | | |
Three Months Ended June 30 | | | | | | | | | | | |
Service cost | $ | 16 | | | 13 | | | 18 | | | 16 | | | 1 | | | 1 |
Interest cost | 12 | | | 21 | | | 15 | | | 20 | | | 1 | | | 1 | |
Expected return on plan assets | (13) | | | (34) | | | (20) | | | (30) | | | — | | | — | |
Amortization of prior service credit | — | | | — | | | — | | | — | | | (10) | | | (10) | |
Recognized net actuarial loss | 5 | | | 2 | | | 12 | | | 8 | | | — | | | 1 | |
Settlements | 18 | | | — | | | 42 | | | — | | | — | | | — | |
Net periodic benefit cost | $ | 38 | | | 2 | | | 67 | | | 14 | | | (8) | | | (7) | |
| | | | | | | | | | | |
Six Months Ended June 30 | | | | | | | | | | | |
| Service cost | $ | 32 | | | 26 | | | 39 | | | 31 | | | 1 | | | 1 | |
Interest cost | 24 | | | 42 | | | 28 | | | 40 | | | 2 | | | 2 | |
Expected return on plan assets | (26) | | | (68) | | | (44) | | | (60) | | | — | | | — | |
Amortization of prior service credit | — | | | — | | | — | | | — | | | (20) | | | (19) | |
Recognized net actuarial loss | 11 | | | 4 | | | 27 | | | 16 | | | — | | | 1 | |
Settlements | 22 | | | — | | | 44 | | | — | | | — | | | — | |
Curtailments | — | | | — | | | 12 | | | — | | | — | | | — | |
Special Termination Benefits | — | | | — | | | 9 | | | — | | | — | | | — | |
| Net periodic benefit cost | $ | 63 | | | 4 | | | 115 | | | 27 | | | (17) | | | (15) | |
| | | | | | | | |
25 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
The components of net periodic benefit cost, other than the service cost component, are included in the "Other expenses" line of our consolidated income statement.
During the first six months of 2022, we contributed $44 million to our domestic benefit plans and $77 million to our international benefit plans. We expect our total contributions in 2022 to be approximately $95 million to our domestic qualified and nonqualified pension and postretirement benefit plans and $90 million to our international qualified and nonqualified pension and postretirement benefit plans.
During the three-month period ended June 30, 2022, lump-sum benefit payments exceeded the sum of service and interest costs for the year for the U.S. qualified pension plan and a U.S. nonqualified supplemental retirement plan. As a result, we recognized a proportionate share of prior actuarial losses from other comprehensive income as pension settlement expense of $18 million. In conjunction with the recognition of pension settlement expense, the fair market values of the pension plan assets were updated and the pension benefit obligations of the U.S. qualified pension plan and the U.S. nonqualified supplemental retirement plan were remeasured at June 30, 2022. At the measurement date, the net pension liability increased by $82 million, primarily a result of lower than premised return on assets, partially offset by an increase in the discount rate, resulting in a corresponding decrease to other comprehensive income.
The relevant discount rates are summarized in the following table:
| | | | | | | | |
| June 30
2022 | December 31
2021 |
| | |
| | |
| Relevant discount rates | | |
U.S. qualified pension plan | 4.85 | % | 2.85 | |
U.S. nonqualified pension plan | 4.70 | | 2.50 | |
Note 15—Related Party Transactions
Our related parties primarily include equity method investments and certain trusts for the benefit of employees.
| | | | | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | | Six Months Ended June 30 |
Significant Transactions with Equity Affiliates | 2022 | 2021 | | 2022 | 2021 |
Operating revenues and other income | $ | 21 | | 24 | | | 43 | | 40 | |
Purchases | — | | 3 | | | — | | 3 | |
Operating expenses and selling, general and administrative expenses | 44 | | 63 | | | 90 | | 89 | |
Net interest (income) expense* | $ | — | | — | | | (1) | | (1) | |
*We paid interest to, or received interest from, various affiliates. See Note 4 for information related to loans to equity affiliates. | | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 26 |
| | | | | |
Notes to Consolidated Financial Statements | |
Note 16—Sales and Other Operating Revenues
Revenue from Contracts with Customers
The following table provides further disaggregation of our consolidated sales and other operating revenues:
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Revenue from contracts with customers | $ | 16,728 | | 7,753 | | 31,234 | | 14,914 | |
| Revenue from contracts outside the scope of ASC Topic 606 | | | | |
Physical contracts meeting the definition of a derivative | 4,411 | | 1,754 | | 7,551 | | 4,728 | |
Financial derivative contracts | 22 | | 49 | | 138 | | (260) | |
Consolidated sales and other operating revenues | $ | 21,161 | | 9,556 | | 38,923 | | 19,382 | |
Revenues from contracts outside the scope of ASC Topic 606 relate primarily to physical gas contracts at market prices which qualify as derivatives accounted for under ASC Topic 815, “Derivatives and Hedging,” and for which we have not elected NPNS. There is no significant difference in contractual terms or the policy for recognition of revenue from these contracts and those within the scope of ASC Topic 606. The following disaggregation of revenues is provided in conjunction with Note 17—Segment Disclosures and Related Information:
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Revenue from Outside the Scope of ASC Topic 606 by Segment | | | | |
Lower 48 | $ | 3,483 | | 1,345 | | 5,927 | | 3,811 | |
| Canada | 807 | | 207 | | 1,367 | | 510 | |
Europe, Middle East and North Africa | 121 | | 202 | | 257 | | 407 | |
Physical contracts meeting the definition of a derivative | $ | 4,411 | | 1,754 | | 7,551 | | 4,728 | |
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Revenue from Outside the Scope of ASC Topic 606 by Product | | | | |
Crude oil | $ | 64 | | 178 | | 283 | | 302 | |
Natural gas | 4,254 | | 1,504 | | 7,027 | | 4,231 | |
Other | 93 | | 72 | | 241 | | 195 | |
Physical contracts meeting the definition of a derivative | $ | 4,411 | | 1,754 | | 7,551 | | 4,728 | |
Practical Expedients
Typically, our commodity sales contracts are less than 12 months in duration; however, in certain specific cases they may extend longer, which may be out to the end of field life. We have long-term commodity sales contracts which use prevailing market prices at the time of delivery, and under these contracts, the market-based variable consideration for each performance obligation (i.e., delivery of commodity) is allocated to each wholly unsatisfied performance obligation within the contract. Accordingly, we have applied the practical expedient allowed in ASC Topic 606 and do not disclose the aggregate amount of the transaction price allocated to performance obligations or when we expect to recognize revenues that are unsatisfied (or partially unsatisfied) as of the end of the reporting period.
| | | | | | | | |
27 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
Receivables and Contract Liabilities
Receivables from Contracts with Customers
At June 30, 2022, the “Accounts and notes receivable” line on our consolidated balance sheet includes trade receivables of $6,554 million compared with $5,268 million at December 31, 2021, and includes both contracts with customers within the scope of ASC Topic 606 and those that are outside the scope of ASC Topic 606. We typically receive payment within 30 days or less (depending on the terms of the invoice) once delivery is made. Revenues that are outside the scope of ASC Topic 606 relate primarily to physical gas sales contracts at market prices for which we do not elect NPNS and are therefore accounted for as a derivative under ASC Topic 815. There is little distinction in the nature of the customer or credit quality of trade receivables associated with gas sold under contracts for which NPNS has not been elected compared to trade receivables where NPNS has been elected.
Contract Liabilities from Contracts with Customers
We have entered into certain agreements under which we license our proprietary technology, including the Optimized Cascade® process technology, to customers to maximize the efficiency of LNG plants. These agreements typically provide for milestone payments to be made during and after the construction phases of the LNG plant. The payments are not directly related to our performance obligations under the contract and are recorded as deferred revenue to be recognized when the customer is able to benefit from their right to use the applicable licensed technology.
| | | | | |
| Millions of Dollars |
Contract Liabilities | |
At December 31, 2021 | $ | 50 | |
Contractual payments received | 25 | |
Revenue recognized | (56) | |
At June 30, 2022 | $ | 19 | |
| |
Amounts Recognized in the Consolidated Balance Sheet at June 30, 2022 | |
| |
| Noncurrent liabilities | $ | 19 | |
| |
For the six-month period ended June 30, 2022, we recognized revenue of $56 million in the "Sales and other operating revenues" line on our consolidated income statement. No revenue was recognized during the three-month period ended June 30, 2022. We expect to recognize the contract liabilities as of June 30, 2022, as revenue during 2026.
Note 17—Segment Disclosures and Related Information
We explore for, produce, transport and market crude oil, bitumen, natural gas, LNG and NGLs on a worldwide basis. We manage our operations through six operating segments, which are primarily defined by geographic region: Alaska; Lower 48; Canada; Europe, Middle East and North Africa; Asia Pacific; and Other International.
Corporate and Other represents income and costs not directly associated with an operating segment, such as most interest income and expense; premiums on early retirement of debt; corporate overhead and certain technology activities, including licensing revenues; and unrealized holding gains or losses on equity securities. Corporate assets include all cash and cash equivalents and short-term investments.
We evaluate performance and allocate resources based on net income (loss). Intersegment sales are at prices that approximate market.
| | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 28 |
| | | | | |
Notes to Consolidated Financial Statements | |
Analysis of Results by Operating Segment | | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
Sales and Other Operating Revenues | | | | |
| | | | |
| | | | |
Alaska | $ | 2,349 | | 1,418 | | 4,267 | | 2,551 | |
Lower 48 | 14,458 | | 5,889 | | 26,015 | | 12,402 | |
Intersegment eliminations | (6) | | (2) | | (13) | | (4) | |
Lower 48 | 14,452 | | 5,887 | | 26,002 | | 12,398 | |
Canada | 1,794 | | 802 | | 3,314 | | 1,669 | |
Intersegment eliminations | (726) | | (352) | | (1,377) | | (657) | |
Canada | 1,068 | | 450 | | 1,937 | | 1,012 | |
Europe, Middle East and North Africa | 2,652 | | 1,165 | | 5,241 | | 2,143 | |
Asia Pacific | 638 | | 630 | | 1,388 | | 1,207 | |
Other International | — | | 2 | | — | | 3 | |
Corporate and Other | 2 | | 4 | | 88 | | 68 | |
Consolidated sales and other operating revenues | $ | 21,161 | | 9,556 | | 38,923 | | 19,382 | |
| | | | |
Sales and Other Operating Revenues by Geographic Location(1) | | | |
United States | $ | 16,802 | | 7,308 | | 30,355 | | 15,015 | |
| | | | |
Canada | 1,069 | | 450 | | 1,938 | | 1,012 | |
China | 301 | | 171 | | 574 | | 326 | |
Indonesia | — | | 207 | | 159 | | 403 | |
| Libya | 351 | | 290 | | 782 | | 520 | |
Malaysia | 336 | | 252 | | 654 | | 478 | |
Norway | 737 | | 618 | | 1,669 | | 1,030 | |
United Kingdom | 1,564 | | 257 | | 2,790 | | 593 | |
Other foreign countries | 1 | | 3 | | 2 | | 5 | |
Worldwide consolidated | $ | 21,161 | | 9,556 | | 38,923 | | 19,382 | |
| | | | |
Sales and Other Operating Revenues by Product | | | | |
Crude oil | $ | 11,494 | | 5,797 | | 21,364 | | 10,292 | |
Natural gas | 7,267 | | 2,812 | | 13,265 | | 7,323 | |
Natural gas liquids | 1,042 | | 325 | | 1,921 | | 562 | |
Other(2) | 1,358 | | 622 | | 2,373 | | 1,205 | |
Consolidated sales and other operating revenues by product | $ | 21,161 | | 9,556 | | 38,923 | | 19,382 | |
(1)Sales and other operating revenues are attributable to countries based on the location of the selling operation.
(2)Includes LNG and bitumen.
| | | | | | | | | | | | | | |
| Millions of Dollars |
| Three Months Ended June 30 | Six Months Ended June 30 |
| 2022 | 2021 | 2022 | 2021 |
| Net Income (Loss) | | | | |
Alaska | $ | 687 | | 371 | | 1,271 | | 530 | |
Lower 48 | 3,581 | | 1,175 | | 6,371 | | 1,643 | |
| Canada | 316 | | 102 | | 607 | | 112 | |
Europe, Middle East and North Africa | 385 | | 207 | | 797 | | 360 | |
Asia Pacific | 525 | | 175 | | 1,661 | | 492 | |
Other International | — | | (5) | | — | | (9) | |
Corporate and Other | (349) | | 66 | | 197 | | (55) | |
Consolidated net income | $ | 5,145 | | 2,091 | | 10,904 | | 3,073 | |
| | | | | | | | |
29 | ConocoPhillips 2022 Q2 10-Q | |
| | | | | |
| Notes to Consolidated Financial Statements | |
| | | | | | | | |
| Millions of Dollars |
| June 30
2022 | December 31
2021 |
| Total Assets | | |
Alaska | $ | 14,835 | | 14,812 | |
Lower 48 | 43,478 | | 41,699 | |
| Canada | 7,358 | | 7,439 | |
Europe, Middle East and North Africa | 8,406 | | 9,125 | |
Asia Pacific | 9,997 | | 9,840 | |
Other International | 4 | | 1 | |
Corporate and Other | 9,615 | | 7,745 | |
Consolidated total assets | $ | 93,693 | | 90,661 | |
Note 18—Income Taxes
Our effective tax rate for the three-month periods ended June 30, 2022 and 2021 was 32.8 percent and 32.1 percent, respectively, and our effective tax rate for the six-month periods ended June 30, 2022 and 2021 was 29.9 percent and 35.9 percent, respectively. Our effective tax rate for the first six-months of 2022 was impacted by the shift of income among our taxing jurisdictions, the release of tax reserves related to the closing of an IRS audit, a change to our valuation allowance, and the impact of the interest deduction related to our debt exchange, as described below.
In the first quarter of 2022, the IRS closed the 2017 audit of our U.S. federal income tax return. As a result, we recognized federal and state tax benefits totaling $515 million relating to the recovery of outside tax basis previously offset by a full reserve.
During the second quarter of 2022, Norway enacted changes to the Petroleum Tax System. As a result of the enactment, a valuation allowance of $58 million was recorded during the quarter to reflect changes to our ability to realize certain deferred tax assets under the new law.
For the three- and six-month periods of 2022, our valuation allowance increased by $58 million and $5 million, respectively, compared to a decrease of $87 million and $151 million for the same periods of 2021. The increase in the three- and six-month periods of 2022 relate to the Norway tax law change described above. In addition, our six-month periods of 2022 and of 2021 include impacts from changes in our valuation allowance related to the fair value measurement of our CVE common shares and our expectation of the tax impact related to incremental capital gains and losses.
Our 2022 and 2021 effective tax rates were adversely impacted by $37 million and $75 million, respectively, due to incremental interest deductions from debt exchanges in both periods offsetting U.S. foreign source revenue that would otherwise have been offset by foreign tax credits. See Note 6.
The Company has ongoing income tax audits in a number of jurisdictions. The government agents in charge of these audits regularly request additional time to complete audits, which we generally grant, and conversely occasionally close audits unpredictably. Within the next twelve months we may have audit periods close that could significantly impact our total unrecognized tax benefits. The amount of such change is not estimable but could be significant when compared with our total unrecognized tax benefits.
| | | | | | | | |
| ConocoPhillips 2022 Q2 10-Q | 30 |
| | | | | |
Management’s Discussion and Analysis | |