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1. Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements and notes of Devon Energy Corporation ("Devon") have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in Devon's 2009 Annual Report on Form 10-K.
The unaudited interim consolidated financial statements furnished in this report reflect all adjustments that are, in the opinion of management, necessary to a fair statement of Devon's financial position as of March 31, 2010 and Devon's results of operations and cash flows for the three-month periods ended March 31, 2010 and 2009.
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2. Accounts Receivable
The components of accounts receivable include the following:
|
March 31, 2010 |
December 31, 2009 |
|
(In millions) | |
Oil, gas and NGL sales |
$ 835 |
$ 752 |
Joint interest billings |
157 |
151 |
Marketing and midstream revenues |
169 |
188 |
Production tax credits |
128 |
110 |
Other |
19 |
19 |
Gross accounts receivable |
1,308 |
1,220 |
Allowance for doubtful accounts |
(12) |
(12) |
Net accounts receivable |
$ 1,296 |
$ 1,208 |
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3 . Derivative Financial Instruments
Devon periodically enters into commodity and interest rate derivative financial instruments. These instruments are used to manage the inherent uncertainty of future revenues due to oil and gas price volatility and to manage Devon's exposure to interest rate volatility.
The following table presents the fair values of derivative assets and liabilities included in the accompanying consolidated balance sheets. None of Devon's derivative instruments included in the table have been designated as hedging instruments.
|
Balance Sheet Caption |
Asset Derivatives |
Liability Derivatives |
|
|
(In millions) | |
March 31, 2010: |
|
|
|
Gas price swaps |
Derivative financial instruments, current |
$ 659 |
$ — |
Gas price collars |
Derivative financial instruments, current |
35 |
— |
Gas basis swaps |
Other current liabilities |
— |
2 |
Oil price collars |
Other current liabilities |
— |
34 |
Interest rate swaps |
Derivative financial instruments, current |
39 |
— |
Interest rate swaps |
Other long-term assets |
130 |
— |
Total derivatives |
$ 863 |
$ 36 |
|
Balance Sheet Caption |
Asset Derivatives |
Liability Derivatives |
|
|
(In millions) | |
December 31, 2009: |
|
|
|
Gas price swaps |
Derivative financial instruments, current |
$ 169 |
$ — |
Gas basis swaps |
Derivative financial instruments, current |
3 |
— |
Oil price collars |
Other current liabilities |
— |
38 |
Interest rate swaps |
Derivative financial instruments, current |
39 |
— |
Interest rate swaps |
Other long-term assets |
131 |
— |
Total derivatives |
$ 342 |
$ 38 |
The following table presents the cash settlements and unrealized gains and losses on fair value changes included in the accompanying consolidated statements of operations associated with these derivative financial instruments. None of Devon's derivative instruments have been designated as hedging instruments.
|
Statement of Operations Caption |
Three Months Ended March 31, | |
|
|
2010 |
2009 |
|
|
(In millions) | |
Cash settlements: |
|
|
|
Gas price swaps |
Net gain on oil and gas derivative financial instruments |
$ 98 |
$ — |
Gas price collars |
Net gain on oil and gas derivative financial instruments |
1 |
118 |
Gas basis swaps |
Net gain on oil and gas derivative financial instruments |
(3) |
— |
Interest rate swaps |
Change in fair value of other financial instruments |
16 |
16 |
Total cash settlements |
112 |
134 | |
|
|
|
|
Unrealized gains (losses): |
|
|
|
Gas price swaps |
Net gain on oil and gas derivative financial instruments |
490 |
— |
Gas price collars |
Net gain on oil and gas derivative financial instruments |
35 |
36 |
Gas basis swaps |
Net gain on oil and gas derivative financial instruments |
(5) |
— |
Oil price collars |
Net gain on oil and gas derivative financial instruments |
4 |
— |
Interest rate swaps |
Change in fair value of other financial instruments |
(1) |
(11) |
Total unrealized gains |
523 |
25 | |
Net gain recognized |
$ 635 |
$ 159 |
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The components of other current assets include the following:
|
March 31, 2010 |
December 31, 2009 |
|
(In millions) | |
Inventories |
$ 180 |
$ 182 |
Prepaid assets |
39 |
33 |
Income taxes receivable |
21 |
53 |
Other |
24 |
2 |
Other current assets |
$ 264 |
$ 270 |
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5. Property and Equipment
Divestitures
In November 2009, Devon announced plans to reposition itself strategically as a high-growth, North American onshore exploration and production company. As part of this strategic repositioning, Devon is bringing forward the value of its offshore assets by divesting them.
During the first quarter of 2010, Devon sold its interests in the Jack, St. Malo and Cascade Lower Tertiary projects in the deepwater Gulf of Mexico for $1.3 billion ($1.1 billion after taxes). These divestitures involved oil and gas properties with no proved reserves, current production or revenues. Devon used the proceeds from these divestitures to repay commercial paper borrowings.
On March 10, 2010, Devon entered into agreements to sell all of its remaining assets in the deepwater Gulf of Mexico, Brazil and Azerbaijan to BP for $7.0 billion. In addition, BP will assume Devon's leases of the Seadrill West Sirius and Transocean Deepwater Discovery drilling rigs for the duration of the contract terms. Devon closed the deepwater Gulf of Mexico transaction in April 2010. Devon expects to close the Azerbaijan and Brazil transactions before the end of 2010.
On April 9, 2010, Devon entered into an agreement to sell all its shallow-water Gulf of Mexico assets for $1.05 billion (approximately $840 million after taxes). Devon expects to close this transaction in the second quarter of 2010.
On April 30, 2010, Devon entered into an agreement to sell its producing Panyu field located offshore China for $515 million (approximately $370 million after taxes). Devon expects to close this transaction in the second quarter of 2010.
Under full cost accounting rules, sales or other dispositions of oil and gas properties are generally accounted for as adjustments to capitalized costs, with no recognition of gain or loss. However, if not recognizing a gain or loss on the disposition would otherwise significantly alter the relationship between a cost center's capitalized costs and proved reserves, then a gain or loss must be recognized. The Gulf of Mexico divestitures discussed above will not significantly alter such relationship for Devon's United States cost center. Therefore, Devon will not recognize a gain in connection with the Gulf of Mexico divestitures. Because the Azerbaijan, Brazil and China divestitures will ultimately involve a complete disposition of a cost center, Devon expects to record gains when such transactions close.
Oil Sands Joint Venture
In conjunction with the announced divestitures to BP, Devon also announced a heavy oil joint venture to operate and develop BP's Kirby oil sands leases in Alberta, Canada. Devon will acquire 50 percent of BP's interest in the Kirby oil sands leases for $500 million. Devon expects to close this transaction in the second quarter of 2010. Devon will also fund $150 million of capital costs on BP's behalf. The majority of these costs are expected to be paid during 2011 and 2012.
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6. Goodwill
During the first three months of 2010, Devon's Canadian goodwill increased $88 million. This increase was entirely due to foreign currency translation.
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7. Other Current Liabilities
The components of other current liabilities include the following:
|
March 31, 2010 |
December 31, 2009 |
|
(In millions) | |
Income taxes payable |
$ 283 |
$ 40 |
Deferred income taxes |
176 |
— |
Accrued interest |
67 |
120 |
Restructuring costs |
61 |
61 |
Derivative financial instruments |
36 |
38 |
Other |
107 |
159 |
Other current liabilities |
$ 730 |
$ 418 |
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8. Debt
Commercial Paper
During the first quarter of 2010, Devon repaid $1.2 billion of commercial paper borrowings primarily with proceeds received from Gulf of Mexico property divestitures. As of March 31, 2010, Devon's average borrowing rate on its $240 million of commercial paper debt was 0.22%.
In early May 2010, Devon reduced the maximum allowed borrowings under its commercial paper program from $2.85 billion to approximately $2.2 billion.
Credit Lines
As of March 31, 2010, Devon had two revolving lines of credit that could be accessed to provide liquidity as needed. The following schedule summarizes the capacity of Devon's credit facilities by maturity date, as well as its available capacity as of March 31, 2010 (in millions).
Senior Credit Facility: |
|
April 7, 2012 maturity |
$ 500 |
April 7, 2013 maturity |
2,150 |
Total Senior Credit Facility |
2,650 |
Short-Term Facility – November 2, 2010 maturity |
700 |
Total credit facilities |
3,350 |
Less: |
|
Outstanding credit facility borrowings |
— |
Outstanding commercial paper borrowings |
240 |
Outstanding letters of credit |
88 |
Total available capacity |
$ 3,022 |
In early May 2010, Devon cancelled the Short-Term Facility prior to its maturity date. Devon incurred no cost to cancel the facility and will avoid paying the facility fee that pertains to the cancellation period.
The Senior Credit Facility and Short-Term Facility contain only one material financial covenant. This covenant requires Devon's ratio of total funded debt to total capitalization to be less than 65%. The credit agreement contains definitions of total funded debt and total capitalization that include adjustments to the respective amounts reported in the consolidated financial statements. Also, total capitalization is adjusted to add back noncash financial writedowns such as full cost ceiling impairments or goodwill impairments. As of March 31, 2010, Devon was in compliance with this covenant. Devon's debt-to-capitalization ratio at March 31, 2010, as calculated pursuant to the terms of the agreement, was 17.1%.
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9. Asset Retirement Obligations
The schedule below summarizes changes in Devon's asset retirement obligations.
|
Three Months Ended March 31, | |
|
2010 |
2009 |
|
(In millions) | |
Asset retirement obligations as of beginning of period |
$ 1,513 |
$ 1,387 |
Liabilities incurred |
16 |
8 |
Liabilities settled |
(47) |
(26) |
Revision of estimated obligation |
205 |
22 |
Liabilities assumed by others |
(8) |
— |
Accretion expense on discounted obligation |
26 |
23 |
Foreign currency translation adjustment |
22 |
(17) |
Asset retirement obligations as of end of period |
1,727 |
1,397 |
Less current portion |
90 |
157 |
Asset retirement obligations, long-term |
$ 1,637 |
$ 1,240 |
During the first quarter of 2010 and 2009, Devon recognized revisions to its asset retirement obligations totaling $205 million and $22 million, respectively. The primary factors causing the 2010 and 2009 increases were an overall increase in abandonment cost estimates and a decrease in the discount rate used to present value the obligations.
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10. Retirement Plans
Net Periodic Benefit Cost and Other Comprehensive Earnings
The following table presents the components of net periodic benefit cost and other comprehensive earnings for Devon's pension and other post retirement benefit plans.
|
Pension Benefits |
Other Postretirement Benefits | ||
|
Three Months Ended March 31, |
Three Months Ended March 31, | ||
|
2010 |
2009 |
2010 |
2009 |
|
| |||
Net periodic benefit cost: |
|
|
|
|
Service cost |
$ 8 |
$ 11 |
$ — |
$ — |
Interest cost |
14 |
14 |
1 |
1 |
Expected return on plan assets |
(9) |
(9) |
— |
— |
Amortization of prior service cost |
1 |
1 |
— |
— |
Net actuarial loss |
7 |
11 |
— |
— |
Net periodic benefit cost |
21 |
28 |
1 |
1 |
Other comprehensive earnings: |
|
|
|
|
Recognition of prior service cost in net periodic benefit cost |
(1) |
(1) |
— |
— |
Recognition of net actuarial loss in net periodic benefit cost |
(7) |
(11) |
— |
— |
Total recognized |
$ 13 |
$ 16 |
$ 1 |
$ 1 |
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11. Stockholders' Equity
Dividends
Devon paid common stock dividends of $72 million and $70 million (quarterly rates of $0.16 per share) in the first quarter of 2010 and 2009, respectively.
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12. Commitments and Contingencies
Devon is party to various legal actions arising in the normal course of business. Matters that are probable of unfavorable outcome to Devon and that can be reasonably estimated are accrued. Such accruals are based on information known about the matters, Devon's estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve future amounts that would be material to Devon's financial position or results of operations after consideration of recorded accruals. However, actual amounts could differ materially from management's estimate.
Environmental Matters
Devon is subject to certain laws and regulations relating to environmental remediation activities associated with past operations, such as the Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes. In response to liabilities associated with these activities, loss accruals primarily consist of estimated uninsured costs associated with remediation. Devon's monetary exposure for environmental matters is not expected to be material.
Royalty Matters
Numerous natural gas producers and related parties, including Devon, have been named in various lawsuits alleging violation of the federal False Claims Act. The suits allege that the producers and related parties used below-market prices, improper deductions, improper measurement techniques and transactions with affiliates, which resulted in underpayment of royalties in connection with natural gas and NGLs produced and sold from federal and Indian-owned or controlled lands. Devon does not currently believe that it is subject to material exposure with respect to such royalty matters.
Other Matters
Devon is involved in other various routine legal proceedings incidental to its business. However, to Devon's knowledge as of the date of this report, neither Devon nor its property is subject to any material pending legal proceedings.
Commitments
At the end of 2009, Devon's commitments included $1.4 billion that related to long-term contracts for three deepwater drilling rigs. This total includes $1.2 billion related to two contracts to be assumed by BP in connection with the associated divestiture transactions as discussed in Note 5.
At the end of 2009, Devon's commitments also included $0.4 billion that related to leases of floating, production, storage and offloading facilities being used in the Gulf of Mexico, Brazil and China. Devon's commitments for these leases will be assumed by the buyers of Devon's assets in these locations when the associated divestiture transactions close.
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13. Fair Value Measurements
The following tables provide carrying value and fair value measurement information for Devon's financial assets and liabilities.
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|
|
Fair Value Measurements Using: | ||
|
Carrying Amount |
Total Fair Value |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|
(In millions) | ||||
March 31, 2010 assets (liabilities): |
|
|
|
|
|
Gas price swaps |
$ 659 |
$ 659 |
$ — |
$ 659 |
$ — |
Gas price collars |
$ 35 |
$ 35 |
$ — |
$ 35 |
$ — |
Gas basis swaps |
$ (2) |
$ (2) |
$ — |
$ (2) |
$ — |
Oil price collars |
$ (34) |
$ (34) |
$ — |
$ (34) |
$ — |
Interest rate swaps |
$ 169 |
$ 169 |
$ — |
$ 169 |
$ — |
Debt |
$ (6,085) |
$ (6,985) |
$ (240) |
$ (6,745) |
$ — |
Long-term investments |
$ 107 |
$ 107 |
$ — |
$ — |
$ 107 |
December 31, 2009 assets (liabilities): |
|
|
|
|
|
Gas price swaps |
$ 169 |
$ 169 |
$ — |
$ 169 |
$ — |
Gas basis swaps |
$ 3 |
$ 3 |
$ — |
$ 3 |
$ — |
Oil price collars |
$ (38) |
$ (38) |
$ — |
$ (38) |
$ — |
Interest rate swaps |
$ 170 |
$ 170 |
$ — |
$ 170 |
$ — |
Debt |
$ (7,279) |
$ (8,214) |
$ (1,432) |
$ (6,782) |
$ — |
Long-term investments |
$ 115 |
$ 115 |
$ — |
$ — |
$ 115 |
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14. Restructuring Costs
In the fourth quarter of 2009, Devon recognized $153 million of estimated employee severance costs associated with the planned divestitures of its offshore assets that was announced in November 2009. This amount was based on estimates of the number of employees that will ultimately be impacted by the divestitures and includes $63 million related to accelerated vesting of share-based grants. Of the $153 million total, $105 million relates to Devon's U.S. Offshore operations and the remainder relates to its International discontinued operations.
Devon's estimate of employee severance costs recognized in the fourth quarter of 2009 was based upon certain key estimates that could change as properties are sold. These estimates include the number of impacted employees, the number of employees offered comparable positions with the buyers and the date of separation for impacted employees. As discussed in Note 5, Devon has only closed a limited number of divestiture transactions, which did not impact a significant number of employees. As a result, Devon did not revise its estimate of employee severance costs during the first quarter of 2010.
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15. Reduction of Carrying Value of Oil and Gas Properties
In the first quarter of 2009, Devon reduced the carrying value of its United States oil and gas properties $6.4 billion, or $4.1 billion after taxes, due to a full cost ceiling limitation. The reduction resulted from a significant decrease in the full cost ceiling compared to the immediately preceding quarter due to the effects of declining natural gas prices subsequent to December 31, 2008.
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16. Discontinued Operations
Revenues related to Devon's discontinued operations totaled $212 million and $128 million in the three months ended March 31, 2010 and March 31, 2009, respectively.
The following table presents the main classes of assets and liabilities associated with Devon's discontinued operations.
|
March 31, |
December 31, |
|
2010 |
2009 |
|
(In millions) | |
Cash and cash equivalents |
$ 458 |
$ 365 |
Accounts receivable |
122 |
165 |
Other current assets |
151 |
127 |
Current assets |
$ 731 |
$ 657 |
|
|
|
Property and equipment, net |
$ 1,260 |
$ 1,099 |
Goodwill |
68 |
68 |
Other long-term assets |
81 |
83 |
Total long-term assets |
$ 1,409 |
$ 1,250 |
|
|
|
Accounts payable |
$ 209 |
$ 158 |
Other current liabilities |
94 |
76 |
Current liabilities |
$ 303 |
$ 234 |
|
|
|
Asset retirement obligations |
$ 102 |
$ 109 |
Deferred income taxes |
102 |
101 |
Other liabilities |
4 |
3 |
Long-term liabilities |
$ 208 |
$ 213 |
Reductions of Carrying Value of Oil and Gas Properties
In the first quarter of 2009, Devon reduced the carrying values of its Brazilian and other International oil and gas properties, which are now held for sale, $109 million due to full cost ceiling limitations. The Brazilian reduction of $103 million, which had no related tax benefit, resulted largely from an exploratory well drilled at the BM-BAR-3 block in the offshore Barreirinhas Basin. After drilling this well in the first quarter of 2009, Devon concluded that the well did not have adequate reserves for commercial viability. As a result, the seismic, leasehold and drilling costs associated with this well contributed to the reduction recognized in the first quarter of 2009.
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Devon manages its operations through seven distinct operating segments, or divisions, which are defined primarily by geographic areas. For financial reporting purposes, Devon aggregates its United States divisions into one reporting segment due to the similar nature of the business. However, Devon's Canadian and International divisions are reported as separate reporting segments primarily due to significant differences in the respective regulatory environments.
Following is certain financial information regarding Devon's reporting segments. The revenues reported are all from external customers.
|
U.S. |
Canada |
International |
Total |
|
(In millions) | |||
As of March 31, 2010: |
|
|
|
|
Current assets |
$ 1,955 |
$ 1,062 |
$ 731 |
$ 3,748 |
Property and equipment, net |
12,750 |
6,062 |
— |
18,812 |
Goodwill |
3,046 |
2,972 |
— |
6,018 |
Other assets |
622 |
68 |
1,409 |
2,099 |
Total assets |
$ 18,373 |
$ 10,164 |
$ 2,140 |
$ 30,677 |
|
|
|
|
|
Current liabilities |
$ 2,171 |
$ 634 |
$ 303 |
$ 3,108 |
Long-term debt |
2,864 |
2,981 |
— |
5,845 |
Asset retirement obligations |
814 |
823 |
— |
1,637 |
Other liabilities |
875 |
46 |
208 |
1,129 |
Deferred income taxes |
919 |
1,084 |
— |
2,003 |
Stockholders' equity |
10,730 |
4,596 |
1,629 |
16,955 |
Total liabilities and stockholders' equity |
$ 18,373 |
$ 10,164 |
$ 2,140 |
$ 30,677 |
|
U.S. |
Canada |
Total |
|
(In millions) | ||
Three Months Ended March 31, 2010: |
|
|
|
Revenues: |
|
|
|
Oil, gas and NGL sales |
$ 1,370 |
$ 700 |
$ 2,070 |
Net gain (loss) on oil and gas derivative financial instruments |
625 |
(5) |
620 |
Marketing and midstream revenues |
496 |
34 |
530 |
Total revenues |
2,491 |
729 |
3,220 |
Expenses and other income, net: |
|
|
|
Lease operating expenses |
224 |
190 |
414 |
Taxes other than income taxes |
90 |
11 |
101 |
Marketing and midstream operating costs and expenses |
369 |
28 |
397 |
Depreciation, depletion and amortization of oil and gas properties |
261 |
165 |
426 |
Depreciation and amortization of non-oil and gas properties |
56 |
7 |
63 |
Accretion of asset retirement obligations |
13 |
13 |
26 |
General and administrative expenses |
108 |
30 |
138 |
Interest expense |
30 |
56 |
86 |
Change in fair value of other financial instruments |
(15) |
— |
(15) |
Other income, net |
(3) |
(1) |
(4) |
Total expenses and other income, net |
1,133 |
499 |
1,632 |
Earnings from continuing operations before income taxes |
1,358 |
230 |
1,588 |
Income tax expense (benefit): |
|
|
|
Current |
214 |
85 |
299 |
Deferred |
235 |
(20) |
215 |
Total income tax expense |
449 |
65 |
514 |
Earnings from continuing operations |
$ 909 |
$ 165 |
$ 1,074 |
|
|
|
|
Capital expenditures, before revision of future asset retirement obligations |
$ 1,033 |
$ 370 |
$ 1,403 |
Revision of future asset retirement obligations |
83 |
122 |
205 |
Capital expenditures |
$ 1,116 |
$ 492 |
$ 1,608 |
|
U.S. |
Canada |
Total |
|
(In millions) | ||
Three Months Ended March 31, 2009: |
|
|
|
Revenues: |
|
|
|
Oil, gas and NGL sales |
$ 938 |
$ 437 |
$ 1,375 |
Net gain on oil and gas derivative financial instruments |
154 |
— |
154 |
Marketing and midstream revenues |
364 |
7 |
371 |
Total revenues |
1,456 |
444 |
1,900 |
Expenses and other income, net: |
|
|
|
Lease operating expenses |
270 |
170 |
440 |
Taxes other than income taxes |
81 |
8 |
89 |
Marketing and midstream operating costs and expenses |
220 |
4 |
224 |
Depreciation, depletion and amortization of oil and gas properties |
440 |
120 |
560 |
Depreciation and amortization of non-oil and gas properties |
64 |
6 |
70 |
Accretion of asset retirement obligations |
14 |
9 |
23 |
General and administrative expenses |
135 |
28 |
163 |
Interest expense |
27 |
56 |
83 |
Change in fair value of other financial instruments |
(5) |
— |
(5) |
Reduction of carrying value of oil and gas properties |
6,408 |
— |
6,408 |
Other (income) expense, net |
(3) |
10 |
7 |
Total expenses and other income, net |
7,651 |
411 |
8,062 |
(Loss) earnings from continuing operations before income taxes |
(6,195) |
33 |
(6,162) |
Income tax (benefit) expense: |
|
|
|
Current |
(10) |
2 |
(8) |
Deferred |
(2,279) |
7 |
(2,272) |
Total income tax (benefit) expense |
(2,289) |
9 |
(2,280) |
(Loss) earnings from continuing operations |
$ (3,906) |
$ 24 |
$ (3,882) |
|
|
|
|
Capital expenditures, before revision of future asset retirement obligations |
$ 1,145 |
$ 301 |
$ 1,446 |
Revision of future asset retirement obligations |
37 |
(15) |
22 |
Capital expenditures |
$ 1,182 |
$ 286 |
$ 1,468 |
|
19. Supplemental Information to Statements of Cash Flows
Information related to Devon's cash flows is presented below.
|
Three Months Ended March 31, | |
|
2010 |
2009 |
|
(In millions) | |
Net decrease (increase) in working capital: |
|
|
(Increase) decrease in accounts receivable |
$ (78) |
$ 201 |
(Increase) decrease in other current assets |
(2) |
194 |
Decrease in accounts payable |
(29) |
(27) |
Increase (decrease) in revenues and royalties due to others |
58 |
(115) |
Increase (decrease) in income taxes payable |
269 |
(3) |
Decrease in other current liabilities |
(168) |
(122) |
Net decrease in working capital |
$ 50 |
$ 128 |
|
|
|
Supplementary cash flow data – continuing and discontinued operations: |
|
|
Interest paid – net of capitalized interest |
$ 137 |
$ 98 |
Income taxes paid (received) |
$ 50 |
$ (177) |