| • | | Approximately $2 million decrease related to the elimination of deferred loan costs on RSP’s senior notes and RSP’s credit facility; and |
| • | | Approximately $2 million net decrease related to interest calculated on the borrowings under Concho’s existing credit facility after the repayment of RSP’s credit facility balance of $540 million. |
Pro Forma Combined Statement of Operations for the year ended December 31, 2017:
| • | | Approximately $9 million decrease related to the amortization of the fair value adjustment on RSP’s senior notes; |
| • | | Approximately $4 million decrease related to the elimination of deferred loan costs on RSP’s senior notes and RSP’s credit facility; and |
| • | | Approximately $4 million net decrease related to interest calculated on the borrowings under Concho’s existing credit facility after the repayment of RSP’s credit facility balance of $540 million. |
(k) | Reflects the income tax effect of pro forma adjustments presented. The tax rate applied was the estimated combined statutory rate of 22.7% for the six months ended June 30, 2018 and 36.7% for the year ended December 31, 2017. The effective rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities. |
(l) | Reflects Concho common stock issued to RSP stockholders. |
(m) | Reflects the elimination of transaction costs related to the merger. |
Note 4. Unusual events
For the year ended December 31, 2017
ACC divestiture. In February 2017, Concho closed on the divestiture of its ownership interest in Alpha Crude Connector, LLC. After direct transaction costs, Concho recorded apre-tax gain on disposition of assets of approximately $655 million, which is included inGain on disposition of assets, net on the consolidated statement of operations.
Income tax benefit. Concho recorded an income tax benefit of $75 million, which included discrete provisional income tax benefits of approximately $398 million related to the enactment of the Tax Cuts and Jobs Act. For additional information, see Note 11 of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of Concho’s Annual Report on Form10-K for the year ended December 31, 2017 incorporated herein by reference.
For the six months ended June 30, 2018
Oryx distribution. Concho owns a 23.75% membership interest in Oryx Southern Delaware Holdings, LLC, an entity that operates a crude oil gathering and transportation system in the Southern Delaware Basin. Concho received a distribution of approximately $157 million, of which approximately $103 million was recorded inOther income.
February 2018 acquisition and divestiture. In February 2018, Concho closed on an acquisition treated as a business combination where the business acquired was valued at approximately $755 million as compared to the historical book value of the divested assets of approximately $180 million, which resulted in anon-cash gain of approximately $575 million, included inGain on disposition of assets, net.
Southern Delaware Basin divestitures. In January 2018, Concho closed on two asset sales transactions of certainnon-core assets with combined preliminary proceeds of approximately $280 million, which resulted in apre-tax gain of $134 million included inGain on disposition of assets, net.
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