Subsidiary guarantors | 9 Months Ended |
Sep. 30, 2013 |
Guarantees [Abstract] | ' |
Subsidiary guarantors | ' |
Note P. Subsidiary guarantors |
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As of September 30, 2013, all of the Company's wholly-owned subsidiaries have fully and unconditionally guaranteed the Company's senior notes. The indentures governing the Company's senior notes provide that the guarantees of its subsidiary guarantors will be released in certain customary circumstances, including (i) in connection with any sale, exchange or other disposition, whether by merger, consolidation or otherwise, of the capital stock of that guarantor to a person that is not the Company or a restricted subsidiary of the Company, such that, after giving effect to such transaction, such guarantor would no longer constitute a subsidiary of the Company, (ii) in connection with any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of that guarantor to a person that is not the Company or a restricted subsidiary of the Company, (iii) upon the merger of a guarantor into the Company or any other guarantor or the liquidation or dissolution of a guarantor, (iv) if the Company designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the indenture, (v) upon legal defeasance or satisfaction and discharge of the indenture and (vi) upon written notice of such release or discharge by the Company to the trustee following the release or discharge of all guarantees by such guarantor of any indebtedness that resulted in the creation of such guarantee, except a discharge or release by or as a result of payment under such guarantee. |
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See Note I for a summary of the Company's senior notes. In accordance with practices accepted by the U.S. Securities and Exchange Commission, the Company has prepared condensed consolidating financial statements in order to quantify the assets, results of operations and cash flows of such subsidiaries as subsidiary guarantors. |
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In 2012, one of the entities included in the Company's consolidated financial statements was formed to effectuate a tax-free exchange of assets. This entity did not guarantee the Company's senior notes and is referred to as a “Non-Guarantor Subsidiary” in the tables below. |
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The following condensed consolidating balance sheets at September 30, 2013 and December 31, 2012, condensed consolidating statements of operations for the three and nine months ended September 30, 2013 and 2012 and condensed consolidating statements of cash flows for the nine months ended September 30, 2013 and 2012, present financial information for Concho Resources Inc. as the Parent on a stand-alone basis (carrying any investments in subsidiaries under the equity method), financial information for the subsidiary guarantors on a stand-alone basis and the consolidation and elimination entries necessary to arrive at the information for the Company on a consolidated basis. All current and deferred income taxes are recorded on Concho Resources Inc., as the subsidiaries are flow-through entities for income tax purposes. The subsidiary guarantors are not restricted from making distributions to the Company. |
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Condensed Consolidating Balance Sheet | | | | |
30-Sep-13 | | | | |
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| | | | Parent | | | Subsidiary | | | Consolidating | | | | | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Entries | | | Total | | | | |
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ASSETS | | | | | | | | | | | | | | | | |
Accounts receivable - related parties | | $ | 6,158,999 | | $ | 1,279,039 | | $ | -7,438,038 | | $ | - | | | | |
Other current assets | | | 36,298 | | | 571,414 | | | - | | | 607,712 | | | | |
Oil and natural gas properties, net | | | - | | | 8,676,205 | | | - | | | 8,676,205 | | | | |
Property and equipment, net | | | - | | | 111,705 | | | - | | | 111,705 | | | | |
Investment in subsidiaries | | | 3,735,429 | | | - | | | -3,735,429 | | | - | | | | |
Other long-term assets | | | 76,376 | | | 58,703 | | | - | | | 135,079 | | | | |
| Total assets | | $ | 10,007,102 | | $ | 10,697,066 | | $ | -11,173,467 | | $ | 9,530,701 | | | | |
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LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | |
Accounts payable - related parties | | $ | 1,279,039 | | $ | 6,158,999 | | $ | -7,438,038 | | $ | - | | | | |
Other current liabilities | | | 168,402 | | | 705,882 | | | - | | | 874,284 | | | | |
Other long-term liabilities | | | 1,326,298 | | | 96,756 | | | - | | | 1,423,054 | | | | |
Long-term debt | | | 3,588,650 | | | - | | | - | | | 3,588,650 | | | | |
Equity | | | 3,644,713 | | | 3,735,429 | | | -3,735,429 | | | 3,644,713 | | | | |
| Total liabilities and equity | | $ | 10,007,102 | | $ | 10,697,066 | | $ | -11,173,467 | | $ | 9,530,701 | | | | |
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Condensed Consolidating Balance Sheet | | | | |
31-Dec-12 | | | | |
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| | | | Parent | | | Subsidiary | | | Consolidating | | | | | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Entries | | | Total | | | | |
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ASSETS | | | | | | | | | | | | | | | | |
Accounts receivable - related parties | | $ | 5,839,995 | | $ | 2,416,697 | | $ | -8,256,692 | | $ | - | | | | |
Other current assets | | | 46,737 | | | 412,145 | | | - | | | 458,882 | | | | |
Oil and natural gas properties, net | | | - | | | 7,890,283 | | | - | | | 7,890,283 | | | | |
Property and equipment, net | | | - | | | 103,141 | | | - | | | 103,141 | | | | |
Investment in subsidiaries | | | 3,146,918 | | | - | | | -3,146,918 | | | - | | | | |
Other long-term assets | | | 80,378 | | | 56,753 | | | - | | | 137,131 | | | | |
| Total assets | | $ | 9,114,028 | | $ | 10,879,019 | | $ | -11,403,610 | | $ | 8,589,437 | | | | |
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LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | |
Accounts payable - related parties | | $ | 1,271,563 | | $ | 6,985,314 | | $ | -8,256,692 | | $ | 185 | | | | |
Other current liabilities | | | 76,496 | | | 663,405 | | | - | | | 739,901 | | | | |
Other long-term liabilities | | | 1,198,670 | | | 83,382 | | | - | | | 1,282,052 | | | | |
Long-term debt | | | 3,101,103 | | | - | | | - | | | 3,101,103 | | | | |
Equity | | | 3,466,196 | | | 3,146,918 | | | -3,146,918 | | | 3,466,196 | | | | |
| Total liabilities and equity | | $ | 9,114,028 | | $ | 10,879,019 | | $ | -11,403,610 | | $ | 8,589,437 | | | | |
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Condensed Consolidating Statement of Operations | | | | |
Three Months Ended September 30, 2013 | | | | |
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| | | | Parent | | | Subsidiary | | | Consolidating | | | | | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Entries | | | Total | | | | |
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Total operating revenues | | $ | - | | $ | 652,920 | | $ | - | | $ | 652,920 | | | | |
Total operating costs and expenses | | | -169,935 | | | -372,933 | | | - | | | -542,868 | | | | |
| Income (loss) from continuing operations | | | -169,935 | | | 279,987 | | | - | | | 110,052 | | | | |
Interest expense | | | -55,995 | | | - | | | - | | | -55,995 | | | | |
Other, net | | | 278,046 | | | -1,996 | | | -277,991 | | | -1,941 | | | | |
| Income from continuing operations before income taxes | | | 52,116 | | | 277,991 | | | -277,991 | | | 52,116 | | | | |
Income tax expense | | | -21,695 | | | - | | | - | | | -21,695 | | | | |
| Net income | | $ | 30,421 | | $ | 277,991 | | $ | -277,991 | | $ | 30,421 | | | | |
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Condensed Consolidating Statement of Operations |
Three Months Ended September 30, 2012 |
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| | | | | Parent | | | Subsidiary | | | Subsidiary | | | Consolidating | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Non-Guarantor | | | Entries | | | Total |
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Total operating revenues | | $ | - | | $ | 458,001 | | $ | 7,342 | | $ | - | | $ | 465,343 |
Total operating costs and expenses | | | -135,637 | | | -273,701 | | | -5,720 | | | - | | | -415,058 |
| Income (loss) from continuing operations | | | -135,637 | | | 184,300 | | | 1,622 | | | - | | | 50,285 |
Interest expense | | | -51,337 | | | - | | | - | | | - | | | -51,337 |
Other, net | | | 197,117 | | | 2,309 | | | -6,043 | | | -196,497 | | | -3,114 |
| Income (loss) from continuing | | | | | | | | | | | | | | | |
| | operations before income taxes | | | 10,143 | | | 186,609 | | | -4,421 | | | -196,497 | | | -4,166 |
Income tax benefit | | | 995 | | | - | | | - | | | - | | | 995 |
| Income (loss) from continuing operations | | | 11,138 | | | 186,609 | | | -4,421 | | | -196,497 | | | -3,171 |
Income (loss) from discontinued | | | | | | | | | | | | | | | |
| operations, net of tax | | | -5,150 | | | 14,309 | | | - | | | - | | | 9,159 |
| Net income (loss) | | $ | 5,988 | | $ | 200,918 | | $ | -4,421 | | $ | -196,497 | | $ | 5,988 |
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Condensed Consolidating Statement of Operations | | | | |
Nine Months Ended September 30, 2013 | | | | |
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| | | | Parent | | | Subsidiary | | | Consolidating | | | | | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Entries | | | Total | | | | |
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Total operating revenues | | $ | - | | $ | 1,687,833 | | $ | - | | $ | 1,687,833 | | | | |
Total operating costs and expenses | | | -159,017 | | | -1,117,058 | | | - | | | -1,276,075 | | | | |
| Income (loss) from continuing operations | | | -159,017 | | | 570,775 | | | - | | | 411,758 | | | | |
Interest expense | | | -162,180 | | | - | | | - | | | -162,180 | | | | |
Loss on extinguishment of debt | | | -28,616 | | | - | | | - | | | -28,616 | | | | |
Other, net | | | 588,568 | | | -1,863 | | | -588,511 | | | -1,806 | | | | |
| Income from continuing operations before income taxes | | | 238,755 | | | 568,912 | | | -588,511 | | | 219,156 | | | | |
Income tax expense | | | -86,023 | | | - | | | - | | | -86,023 | | | | |
| Income from continuing operations | | | 152,732 | | | 568,912 | | | -588,511 | | | 133,133 | | | | |
Income (loss) from discontinued operations, net of tax | | | -7,518 | | | 19,599 | | | - | | | 12,081 | | | | |
| Net income | | $ | 145,214 | | $ | 588,511 | | $ | -588,511 | | $ | 145,214 | | | | |
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Condensed Consolidating Statement of Operations |
Nine Months Ended September 30, 2012 |
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| | | | | Parent | | | Subsidiary | | | Subsidiary | | | Consolidating | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Non-Guarantor | | | Entries | | | Total |
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Total operating revenues | | $ | - | | $ | 1,334,946 | | $ | 7,342 | | $ | - | | $ | 1,342,288 |
Total operating costs and expenses | | | 108,776 | | | -779,985 | | | -5,720 | | | - | | | -676,929 |
| Income from continuing operations | | | 108,776 | | | 554,961 | | | 1,622 | | | - | | | 665,359 |
Interest expense | | | -129,073 | | | - | | | - | | | - | | | -129,073 |
Other, net | | | 597,534 | | | 522 | | | -6,043 | | | -596,930 | | | -4,917 |
| Income (loss) from continuing | | | | | | | | | | | | | | | |
| | operations before income taxes | | | 577,237 | | | 555,483 | | | -4,421 | | | -596,930 | | | 531,369 |
Income tax expense | | | -204,327 | | | - | | | - | | | - | | | -204,327 |
| Income (loss) from continuing operations | | | 372,910 | | | 555,483 | | | -4,421 | | | -596,930 | | | 327,042 |
Income (loss) from discontinued | | | | | | | | | | | | | | | |
| operations, net of tax | | | -16,508 | | | 45,868 | | | - | | | - | | | 29,360 |
| Net income (loss) | | $ | 356,402 | | $ | 601,351 | | $ | -4,421 | | $ | -596,930 | | $ | 356,402 |
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Condensed Consolidating Statement of Cash Flows |
Nine Months Ended September 30, 2013 |
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| | | | | Parent | | | Subsidiary | | | Consolidating | | | | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Entries | | | Total | | | |
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Net cash flows provided by (used in) operating activities | | $ | -441,741 | | $ | 1,386,385 | | $ | - | | $ | 944,644 | | | |
Net cash flows used in investing activities | | | -37,684 | | | -1,434,412 | | | - | | | -1,472,096 | | | |
Net cash flows provided by financing activities | | | 479,425 | | | 45,169 | | | - | | | 524,594 | | | |
| Net decrease in cash and cash equivalents | | | - | | | -2,858 | | | - | | | -2,858 | | | |
| Cash and cash equivalents at beginning of period | | | - | | | 2,880 | | | - | | | 2,880 | | | |
| Cash and cash equivalents at end of period | | $ | - | | $ | 22 | | $ | - | | $ | 22 | | | |
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Condensed Consolidating Statement of Cash Flows |
Nine Months Ended September 30, 2012 |
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| | | | | Parent | | | Subsidiary | | | Subsidiary | | | Consolidating | | | |
(in thousands) | | | Issuer | | | Guarantors | | | Non-Guarantor | | | Entries | | | Total |
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Net cash flows provided by (used in) | | | | | | | | | | | | | | | |
| operating activities | | $ | -1,512,952 | | $ | 2,355,751 | | $ | 2,837 | | $ | - | | $ | 845,636 |
Net cash flows used in investing | | | | | | | | | | | | | | | |
| activities | | | -7,485 | | | -1,816,184 | | | -543,738 | | | - | | | -2,367,407 |
Net cash flows provided by (used in) | | | | | | | | | | | | | | | |
| financing activities | | | 1,520,437 | | | -539,618 | | | 540,901 | | | - | | | 1,521,720 |
| Net decrease in cash and cash | | | | | | | | | | | | | | | |
| | equivalents | | | - | | | -51 | | | - | | | - | | | -51 |
| Cash and cash equivalents at | | | | | | | | | | | | | | | |
| | beginning of period | | | - | | | 342 | | | - | | | - | | | 342 |
| Cash and cash equivalents at | | | | | | | | | | | | | | | |
| | end of period | | $ | - | | $ | 291 | | $ | - | | $ | - | | $ | 291 |
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