M&A Announcement

Oct 19, 2020

Slides

Welcome to the ConocoPhillips Market Update Call. My name is Sheryl, and I will be your operator for today's call. At this time, all participants are in a listen only mode. Later, we will conduct a question and answer Please note that this conference call is being recorded. I will now turn the call over to Ellen DeSanctis. You may begin. Thank you, Cheryl, and good morning, everyone. Thank you for joining today's call to discuss this morning's announced transaction between ConocoPhillips and Concho Resources. Our speakers today will be Ryan Lance, our Chairman and CEO Tim Leach, Concho's Chairman and CEO. We also have Matt Fox, our EVP and Chief Operating Officer and Bill Bullock, our EVP and Chief Financial Officer. We have a presentation deck for the call that describes highlights of today's transaction. The deck is available from our website, and we will post a replay of this call as soon as it's available. A couple of important administrative reminders. We will use some non GAAP terms this morning, and reconciliations to the near GAAP measure are included in today's release and on our website. And please note that we will make some forward looking statements based on current expectations this morning as well as statements about the proposed business combination between ConocoPhillips and Concho. A description of the risks associated with forward looking statements and other important information about the proposed transaction can be found in the joint press release and on Slides 2 through 4 of the investor presentation we'll use today. All of these are incorporated by reference for purposes of this conference call. And now, I'll turn the call over to Ryan. Thank you, Ellen, and good morning, everyone. We're certainly pleased you could join us at this early hour for what we believe is an exciting and transformational announcement for our industry. I'll begin on Slide 5 with a couple of short, but powerful statements that describe the premise for this transaction. Tim and I both agree that sector consolidation is both necessary and inevitable. However, today's transaction is not just another industry deal. Neither of us needed to do a transaction to fill a gap in our portfolio or fix something. Instead, Tim and I are joining making a commitment to lead what we believe is a structural change for our vital industry. We both believe our industry needs solutions that address the lack of scale, poor returns and increasingly the challenges and opportunities of environmental, social and governance matters. We believe today's combination satisfy these industry issues and ushers in a new era of energy leadership to meet the future. We are both excited to be part of creating a compelling company that can deliver superior returns and performance with purpose for all our stakeholders. Let me quickly cover some of the highlights of this transaction in 3 parts: the transaction terms, leadership and governance and conditions and timing. The combination creates a truly formidable company with enterprise value of about $60,000,000,000 Under the terms of the all stock transaction, Concho's shareholders will receive 1.46 shares of ConocoPhillips common stock for each share of Concho. Upon closing, ConocoPhillips shareholders will have a 79% equity ownership and Concho shareholders will have a 21% equity ownership in the combined important aspects of this transaction is that it fits within the clear long held criteria we've laid out to the market for M and A. We've said any deal must support our disciplined financial and operational framework, and we've also said that the all in cost of supply of the transaction must be less than $50 per barrel WTI. Upon closing, Tim will join our Board of Directors and our executive leadership team. Tim will be named the Executive Vice President and President Lower 48. This transaction significantly enhances our competitive position in Midland, and I look forward to welcoming Tim and his extensive experience to ConocoPhillips. The transaction is subject to the approval of both ConocoPhillips and Concho stockholders, regulatory clearance and other customary closing conditions. It's expected to close in the Q1 of 2021. And Tim and I have every reason to believe we'll hit the ground running when it does. As I mentioned a moment ago, this transaction didn't arise from needing to fix anything for either company. Instead, this deal is about consolidating 2 high quality companies to create a leading company with scale and relevance. The deal has strong merits across the critical drivers for our business, which are listed on Slide 7. This list explains why we believe this is an exceptional transaction. It all starts with returns, returns on and returns of capital through cycles. Tim and I believe this deal offers a truly compelling way to invest in the sector. This deal combines 2 best in class portfolios to create a resource base of approximately 23,000,000,000 barrels of oil equivalent with a less than $40 per barrel WTI cost of supply and an average cost of supply that's less than $30 per barrel WTI. Asset quality matters in this business, but so does margin. With this transaction, we expect to achieve $500,000,000 a year in reoccurring costs and capital savings. As you will see later in the call, the transaction is immediately accretive on key financial metrics based on consensus, including ROCE, cash flow and free cash flow. Both Concho and ConocoPhillips bring investment grade balance sheets to the deal. The combined entity balance sheet is strong and resilient. And last but not least, Tim and I agree that ESG performance is an imperative. Our companies have a long track record of and commitments to ESG stewardship. We know that a safe company is a successful company. We believe in a value based cultures and the talent of our workforces. And we recognize that our combination provides a platform to for taking leadership position in ESG. That summarizes the compelling features of this transaction and it will also serve as our GPS for today's presentation. Slide 8 should look very familiar to many of you. This is our proven value creation framework on a page. It's a framework I know Tim values. We have to run this business for the realities of price uncertainty, capital intensity and maturity. And we've added one more reality, a strong focus on environmental, social and governance matters. You saw in this morning's announcement, we've adopted a Paris aligned climate risk strategy that includes new emissions intensity reduction targets among other steps. We're the 1st U. S.-based oil and gas company to take this step. Our foundational principles shown in the middle drive strong performance against these realities. You need a strong balance sheet, You need to expand cash flows, especially free cash flows. You need to return capital to owners and generate improving returns over time. And we have to do our part to reduce emissions while helping to meet the demand for energy globally. Finally, on the right, our framework specifies how we operationalize our priorities through clear, consistent stakeholder priorities. The combination with Concho is an affirmation of our mutual commitment to this framework for value creation. Now, let me turn it over to Tim. Good morning and thank you, Ryan. Concho has come a long way since its founding in 2004. Thanks to the hard work of our team, today Concho is one of the largest unconventional shale producers, not just in the Permian Basin, but in the U. S. We have high quality asset base, a culture of operational excellence, safety and efficiency and a strong balance sheet. We have long succeeded by taking bold actions and evolving as our markets change. We built Concho based on this strategy and more recently, our strategic focus on prudent growth, efficient operations, growing free cash flow and returning capital to shareholders. We've raised the bar every step of the way and we intend to continue to do so going forward. With the recent market volatility, the global pandemic and the shift in the way the market has come to value E and P companies, we recognize that our markets have once again changed. And once again, we're taking action. From a position of strength and in light of the market trends, our Board and management team conducted a thorough review of a wide range of options and determined that this transaction is the best path forward for Concho and our shareholders. We believe this transaction reflects the strength of our assets and the quality of our people. So with that, let me provide some more color on where we are, where we are going and how this transaction will create value for our shareholders. 1st, despite the challenging market environment, Concho is operating really well. The Q3 of 2020 end of Q3 of 2020, we delivered excellent results. Estimated results for the quarter include oil production volumes of approximately 200,000 barrels per day with capital expenditures of roughly $280,000,000 and cash flow from operations exceeding $600,000,000 However, we're not only looking to manage through this quarter or even this year, we're focused on the sustainable and consistent long term growth and success of our company and passing those results on to shareholders, which is why this merger makes so much sense. We believe that with ConocoPhillips, we are derisking our business and can apply our assets, capabilities and performance to the business model of the future. After closing, our combined company will be well capitalized, have enhanced capital flexibility and a leading commitment to sustainability. Together, we will create a stronger business that fits this model. In the past, I've spoken about the need for scale. Today, scale has never been more important. Through this transaction, we are joining Concho with a larger diversified energy company with even more size and resources to create value in today's markets and beyond. Through this transaction, our shareholders will receive a premium for their shares in the form of ConocoPhillips' upside potential of our combined business. The transaction price represents a 15% premium over our last unaffected trading day last Tuesday. The combination will be immediately accretive to key metrics and shareholders will receive ConocoPhillips shares, a highly liquid heavyweight stock with a superior track record of value creation. In addition, shareholders will benefit from ConocoPhillips' attractive dividend and capital return philosophy. In addition to the value we are creating for shareholders, one of the most important parts of this transaction for us is the benefits to our local communities, and we're very pleased with the enhanced competitive position this will bring to Midland. We remain dedicated to building on our record of citizenship, sustainability and responsibility. We know that these are priority areas for ConocoPhillips as well. Together, we will continue investing in and enhancing the places where we live and work. Before I turn the call over to Matt, I want to thank our employees for their continued hard work and dedication. They have always been the cornerstone of our success. It's their commitment to working together safely and as a team that has enabled us to grow and succeed throughout Concho's history. I'm excited to be joining ConocoPhillips' Board and management and to be leading the Lower forty eight team. I'm also excited about the opportunities ahead for our employees as part of this larger organization. We look forward to working closely with Ryan and his team to complete this transaction and deliver its compelling benefits to our shareholders, employees, business partners and our communities. With that, let me turn it over to Matt. Thanks, Tim. My role on this morning's call is to lay out the merits of this transaction in more detail. I'll start with a review of the combined portfolio on Slide 9. You can see the geographical diversification of the companies on the map, color coded by our reporting segments. On the bottom left chart, you'll see the 2019 pro form a production split on the same basis. About 50% of our production will be in the Lower 48, 15% in Alaska, with the remaining quarter or so from outside the U. S. The pie chart on the top left shows the geographic split of the combined resource. The combined company will have 23,000,000,000 barrels of resource with the cost of supply below 40, WTI and an average cost of supply below 30. That's more than a 50% resource increase of 8,000,000,000 barrels from our current 15,000,000,000 barrels. Of our total resource base, 57% will be in the Lower 48. Canada will be the 2nd largest contributor at 19%, and the remainder is split evenly between Alaska and resource outside North America. Post closing, we'll provide our usual detailed cost of supply curve to give you further granularity across the portfolio. The bottom line is this transaction results in a diverse, low cost of supply, truly best in class resource base. So what does best in class mean? To us, it means scale, diversification and low capital intensity. On Slide 10, we compare our production to our E and P competitors. On this basis, the combined company will be the largest E and P company in the world, with production of over 1,500,000 barrels equivalent a day. So the scale criterion is met. But being best in class is not just about being big. We think diversification matters too. The chart on the right shows that we will be the most diverse independent with production coming from 4 distinct megatrends, conventional, unconventional, LNG and oil sands. And low capital intensity is important because it drives free cash flow, and capital intensity is driven by base decline. Obviously, we're adding to our unconventional position, and that will modestly increase our underlying base decline rate. So we estimate that across a range of potential capital plans, our average decline rate will still be less than 12% over the next 10 years. That's 2 percentage points higher than last year's plan, but still be well below all our large independent peers. Zooming into our Lower forty 8 unconventional position on Slide 11. Our combined company will hold over 1,500,000 net acres in Delaware, Midland, Eagle Ford and Bakken, unconventional plays, with about 17,000 remaining drilling locations with less than $40 a barrel cost of supply. On the right is a 4 pack of indicative single well cost of supply in these big 4 unconventional basins based on third party data. Red is good. The focus areas of ConocoPhillips and Concho's primary acreage are highlighted in the rectangles. You can see we're in the heart of the sweet spots. And not by accident, these portfolios are both crafted with the same concept in mind. Lasting competitive advantage in this business comes from the quality of the rocks. Moving to Slide 12. Our combined company Lower forty eight business will be one of the biggest unconventional producers with 430,000 barrels per day of net oil in 2019. And you can see in the pie graphic that we're pretty balanced among the 4 plays. Many of you will recognize the graphic on the right side of the page. It's the optimized plateau model that we showed at last year's analyst meeting. This describes how we think about the pace of development that optimizes value and capital efficiency and leads to high return through the cycles. The model represents economically rational criteria for how we develop our assets, and we'll apply these criteria across our whole portfolio. And as long as we are not developing anything with an incremental cost of supply above $40 a barrel, we believe we're ensuring high returns for shareholders through the cycles. And zooming in further to the Permian on Slide 13, the addition of Concho's 550,000 acres of premier consolidated position results in a total of more than 700,000 acres of high quality land across the Delaware and Midland basins. In addition to the competitive cost of supply of this resource, at less than 10 kilograms of carbon per BOE, it's also some of the lowest greenhouse gas intensity oil produced anywhere in the world, and it will make a significant contribution to our overall climate risk mitigation strategy. This expanded portfolio will allow us to optimize our disciplined investment philosophy across a broader platform, further enhancing returns. As Ryan and Tim said in their opening, we begin we believe the industry is entering a new era, an era where low cost, high quality operators will distinguish themselves. And today's combination certainly brings together high quality operators and portfolios, but also presents an opportunity to reduce costs and that was described on Slide 14. Anticipate $500,000,000 of recurring annual costs and capital reductions associated with the transaction. That translates directly to an increase in free cash flow and an NPV of roughly $5,000,000,000 Based on Friday's close and the deal's exchange ratio, that by itself represents value addition of over $3.50 a share. So where are these reductions sourced? That's shown in the waterfall chart on the left. We will see $100,000,000 of direct reductions associated with the merger from elimination of duplicate G and A costs and board positions, officers and corporate costs. With the addition of Concho's 8,000,000,000 barrels of resource, we're going to focus our exploration activities only in existing business units that have remaining exploration potential like Alaska, Norway and Malaysia. This will result in a reduction in the annual CapEx we had planned for exploration from $300,000,000 a year to $150,000,000 We'll also see an associated reduction in G and A and G and G spending. The aggregate reduction from exploration will be $250,000,000 a year. This is clearly a strategic shift to the company that we see as merited with our expanded resource base and in the new era of resource abundance. These two categories, direct cost and exploration, can be considered as reductions directly associated with the deal. But also, as part of the integration of the 2 companies, we intend to streamline our broader corporate and regional organization structure to increase the efficiency of our support to the regions. That represents another $150,000,000 of cost structure improvements. These cost reductions will be achieved as we go through 2021 and be fully implemented by the start of 2022. But there are additional opportunities to improve free cash flow that we haven't fully quantified yet and they're described on Slide 15. We've identified 3 areas where we believe we can realize additional free cash flow improvements over time as we integrate our organizations. First, through commercial and marketing activities. ConocoPhillips is already one of the top natural gas marketers in the U. S, and we have a very strong team that adds margin across the board from our operations and trading positions. This expanded Permian position will offer opportunities to spread that expertise across more product volume, and we expect that to show up as improved margin over time. 2nd, we recognize Concho has significantly more experience and expertise at drilling and completion activities in the Permian than we have. That means they're further down the learning curve than we are. And we can apply that knowledge to jump to Concho's position on the curve with our existing Permian position. That experience can be passed on to our other unconventional plays too, and we'll be able to more fully leverage learnings that we've had across the Eagle Ford Bakken and Montney Place into the Permian. Facilitating this cross fertilization will be a critical focus of the transition team because we expect the capital savings and recovery improvements from sharing expertise and technology could be significant. And third, we expect to see supply chain benefits from our increased scope in the Lower 48 through logistics optimization and other economies of scale. So these represent currently unquantified savings associated with the transaction, and we will be all over this in 2021 and beyond to make sure we're getting all the benefits we can from a greater scope and scale. The waterfall on Slide 16 is also very familiar to Chronicle Phillips shareholders. Since 2016, we've used this to represent the capital allocation priorities Ryan described earlier. The stacked bars on the left represent our annual sources of cash from operations and a starting cash balance. On a run rate basis, when our $350,000,000 of expected cost savings are in place, at pro form a production rates and $40 a barrel WTI, we'd expect to generate about $7,000,000,000 in cash from operations. At $50 a barrel, that would be about $10,000,000,000 Between both companies, we'd also expect to have around $7,000,000,000 cash in the balance sheet at the end of this year. So those are the sources of cash. The uses of cash are shown as we move to the right. Our first priority is to sustain production and pay the existing dividend. Sustaining capital for ConocoPhillips is $3,800,000,000 for Concho it's $1,300,000,000 so a total of $5,100,000 At this capital level, the free cash flow breakeven price is about $34 a barrel. With the expanded share count, ConocoPhillips dividend per share, the dividend will represent a use of cash of around $2,300,000,000 The aggregate of these elements of priority 1 is covered at roughly $41 a barrel. The second priority is to increase the dividend. That's a decision the Board makes each quarter, and we'd expect to deliver steady increases over time. Our 3rd priority is to ensure we have an A rated balance sheet at mid cycle prices, so that in stressed price conditions, we're confident we'll retain a strong investment grade rating. The current strength of the balance sheet means no use of cash is required to satisfy this priority. Priority 4 is to supplement our dividend payment with an additional return of capital to ensure we're distributing at least 30% of our cash from operations to shareholders. Our track record over the last 4 years have been more than 40% return to shareholders. Only when these four priorities are fulfilled will we invest incremental capital increase production to expand cash from operations. And any investment in Priority 5 will be constrained by our optimized plateau approach and to a maximum incremental cost of supply of $40 a barrel. We'll decide a range for this as we get closer to 2021, but at $50 a barrel, we'd expect both Priority 4 $5 to have some capital allocated to them. The punch line of this slide is that today's transaction on a pro form a basis enhances our ability to deliver on the priorities for value creation. Now, I'll hand the call over to Bill for comments on the financial merits of the transaction. Thanks, Matt, and good morning. Slide 17 describes several of the financial metrics that based on consensus will improve as a result of this transaction. Both our absolute free cash flow and free cash flow yield will improve. On consensus numbers, absolute free cash flow improves by more than 50% and free cash flow yield by about 20%. Our balance sheet strength is maintained. At consensus, net debt to CFO was 1.3 turns and this ratio is 1.0 or below for 20222023. And as you would expect, we've tested the pro form a plans against lower prices to assure ourselves that the plan can perform well against low price scenarios. Financial returns on capital employed improved and earnings per share also meaningfully increased. And finally, as Matt just described, this transaction enhances our ability to satisfy our priorities. The over 50% expansion in free cash flow improves the coverage of our compelling dividend and our ability to consistently meet our return of capital commitment to shareholders. So as we said throughout the call, this deal truly improves our already strong financial position as a company. Now let's talk about our balance sheet on Slide 18. Both companies came to this deal in a very strong financial position and our pro form a balance sheet is structured for resilience. Both companies are committed to maintaining an investment grade credit rating through cycles. On a pro form a basis, we'll have net debt of about $12,000,000,000 with a distinctive level of liquidity, consisting of almost $7,000,000,000 of cash and short term investments, plus a roughly $6,000,000,000 credit facility. That's total liquidity of about $13,000,000,000 dollars Over the next 5 years, there's only about $2,000,000,000 maturities coming due. So we're also in very good shape there. On the right, we're showing net debt to CFO for our standalone companies as well as on a pro form a basis. As I said earlier, we both bring strong balance sheets to this transaction and maintain a distinctive position compared to most of industry. This is a clear advantage for a cyclical business. With that, now I'll turn it back to Ryan for some closing comments. Thank you, Bill. As I said at the opening, today's transaction combines 2 companies with track records of and commitment to ESG excellence. Our announcement this morning to adopt a Paris aligned climate risk framework is a clear indication of our continued commitment. We've set a target to reduce our Scope 1 and 2 emissions intensity by 35% to 45% by 2,030 with an ambition to achieve net 0 by 2,050. We're advocating for Scope 3 emissions intensity reduction through our support for U. S. Carbon price and we've joined the World Bank flaring initiative. Concho's low scope 1 and 2 emissions and their leadership in water stewardship in the Permian is an excellent complement to our ConocoPhillips activities. We're also aligned in our commitment to social responsibility. We have a strong values based cultures and the most talented workforces in the business, and we give where we live. On the governance front, we'll continue to have a diverse skilled board, realign compensation and performance and take pride, both of us, in our disclosure and engagement practices. Tim and I are excited to elevate our commitment to ESG Excellence for the benefit of all our stakeholders. Now I'll conclude where I began, with a summary of the compelling rationale for this transaction. Tim and I are eager to restore relevance and appeal to our sector and that's what we're offering today. We have a shared view of how to create value in this business. The company will have a global diverse low cost of supply resource base of 23,000,000,000 barrels that will be developed for returns, not growth. The deal will facilitate $500,000,000 of sustainable annual savings representing more than $5,000,000,000 of net present value. The company will continue to focus on free cash flow and returns that are tied to shareholder friendly priorities. The combined balance sheet is strong and resilient and we're taking ESG leadership to the next level. So we're extremely excited to take this step forward to share in a new area of energy leadership. So now, operator, we'll turn it over and take questions. Thank you. We will now begin the question and answer session. Our first question comes from Neil Mehta from Goldman Sachs. Your line is now open. Great and congratulations, Ryan, Matt, Ellen, Tim. I'll ask the first question and turn it over to Brian Singer to ask the second. The first question I had was just really on the assets. And Ryan, how did you get comfortable with the federal lands risk as you were evaluating the value of Concho's assets? And then as you think about recognizing you haven't provided the cost of supply curve yet and we're going to get that, the Permian versus other assets on that curve, whether it be Alaska or Qatar or something else, where does it fit based on your preliminary analysis? Yes. Thanks, Neil. So, yes, we spent a lot of time thinking about the federal exposure. And I think both companies have stated publicly that we have enough assets on the non federal acreage to support development for a decade and beyond. So I think while we recognize that people are talking about federal exposure, we don't we believe all the leases, they're held. So it's just a matter of permitting and going through the regulatory process. And we think these are resources that are important to get developed. They will get developed over time and they're going to be needed to supply the energy for the world. So we felt comfortable with the risk. It's not materially increased at all with this addition of Concho because we both had similar plans in place to mitigate against that risk. And I would say, I'll let maybe Matt chime in also on the cost of supply for a second. We will be in the process of looking at that. And as we said in the prepared remarks, we will be publishing that as we get through the transaction, close the deal and start thinking about the combined plans. Matt, would you add maybe a bit to that? Yes, yes, Brian. Neil, the cost of supply of the conchos, Permian acreage is in the lowtomid30s. So it's a huge tranche of extra resource that fits well under our criterion of $40 a barrel. It's competitive with other unconventionals. It's competitive with things like the Willow project in Alaska. So it's certainly going to attract capital. Thanks, Talby. It's Brian Singer, and I appreciate the opportunity in the call here. Just a question for Tim. Tim, you mentioned that you and the Board booked across options in the market and you highlighted the similarities in how Concho and Conoco look at the values of low leverage capital and corporate returns and falling emissions intensity. As you looked at the go it alone scenario versus the combined scenario, what were the primary factors that drove you away from the go it alone scenario? Yes, that's a great question. I mean, Ryan and I started talking about the company of the future quite a while ago and discovered that we shared a lot of the same views. And Concho is running a great business and kind of hitting on all cylinders right now. But I think size and scale are the driving factors today. And as the size and scale that we are today with the underlying decline rate that approaches 40%, it's hard to distribute cash back to the shareholders as rapidly as we can in this new model. So that was really what drove the decision between the go it alone and this combination. Thank you. Our next question comes from Jeanie Wong from Barclays. Your line is now open. Hi, good morning everyone. Good morning. Good morning. I guess my first question is on the future global exploration program. It sounds like in order to make room for Concho, Conoco is deemphasizing this effort by about $250,000,000 a year. The presentation indicates refocusing exploration going forward. So I was just wondering if you could provide a little bit more commentary on what that program will look like? And on a related note, has your view on potential larger future development projects, for example, in Qatar or Willow, has that changed at all? I wasn't sure if Willow was included in your remarks. Yes. I'll take that, Jeanie. Yes, we at the moment, we have quite an active New Ventures exploration program looking for opportunities that meet our development cost of supply criteria and away from our existing business units. What we intend to do now is to really focus only on those business units that have remaining exploration potential, because the addition of this resource from Concho means that we just really don't need to spend that money to add additional resource at this time. So that's the underlying rationale associated with it. To do the exploration across places like Alaska and Norway and Malaysia, we only need something like $150,000,000 a year on average to do that. So that's where the source of reductions are. And of course, that also comes with some G and A and G and G reduction. So that's the reason for the 250,000,000 In terms of the other no, this doesn't change our view of projects like Willow or NFE. We are a company with adequate scale to include some longer cycle projects in our development portfolio as long as they're low enough cost to supply to compete for capital. And those 2 and the others that we would pursue meet that criterion. So no, it doesn't change our view of developing other projects. And I would add, Jeannie, that those projects are important as well because ultimately they lower the capital intensity in the portfolio. So having a mix of those are important. Thank you. Our next question comes from Alastair Syme from Citi. Your line is now open. Hi, everyone. Congratulations on the deal. Look, I wanted to come back on the NPV premium curve on Slide 12 and then relate that back to the pro form a sustaining capital number of $5,100,000,000 Can you just give us an indication in terms of rig activity in the Fortigot oil world, what you're implying you would have to do as you go into 2021? Thank you. Yes, Alistair, we'll give more color on that as we when we roll out the budget. But we've been pretty clear in the past about the Conoco's sustaining capital level. And Concho has given some indications recently of theirs. Exactly how we allocate rigs across the place And the number of rigs, of course, is influenced by the equity across the plays as well. We'll decide that later, but there's a lot of flexibility to if we find ourselves in the prolonged period of $40 a barrel and we want to simply run at sustaining capital levels, that's something that we have the capacity to do. I mean, both companies right now are more or less at sustaining capital levels as we've in the second half of the year. Is there an intuition here that the combined company can run at a higher activity rate than the pro form a? I mean, you have better access to capital to do that? Well, we have the capital that we need to be high directly from the cash from operations or from the cash that's on the balance sheet to both run the sustaining capital and distribute the dividend to the broader shareholder base even if prices are $40 a barrel for a sustained period. Our next question comes from Roger Read from Wells Fargo. Yes. Thank you. Good morning. Congratulations on the transaction here. Thank you, Roger. Two questions, one specific to the acquisition and one specific to the ESG side. On the acquisition side, a lot of times we see these transactions, there's a talk about asset sales and so forth. And I was just sort of looking at the footprint here and wondering if there's some coring up opportunities, asset swaps, direct sales, other things you're looking at in the Permian. And then the second question on the ESG front, if we think about an improvement overall in the operations, but I noticed kind of scope 3 is left out, Do you see a change longer term to how you think about the oil sands within the overall framework as an ESG approach? Yes, let me hit the first part, maybe Matt can chime in on the second. I can add some color to that, We haven't gotten to the point where we've talked about the portfolio. I think if you look at our company, we've been reasonably prudent in how we think about the portfolio. If assets don't compete for capital under our cost to supply or our criteria for capital allocation, we've not been shy about moving them out of the portfolio. We like all the assets that we've seen today. There's a little bit of pruning we can do around the edges. We'll take a look at and we'll let the market know what we're thinking as we get into the middle of that. But I think you should look at our past history over the course of the last 8 years. We've certainly moved things out of the portfolio that we don't believe compete for capital. And again, we've got a pretty rigid set of criteria around that. And I can add let Matt add some color to the ESG. The Scope 3 emissions to your comment, Roger, we recognize that's a pretty tall order for the and we don't burn our Scope 3. Those are consumers that do that. So we've joined the Climate Leadership Council and we advocate for a price on carbon, both globally and here in the U. S. To address that specifically on the Scope 3 emissions. So that's how we deal with that in terms of our Paris aligned ESG and climate risk strategy. Yes. And Roger, in the press release, there's a link to some more details on our climate risk strategy on our website that will give you more background on both the Scope 1, 2 and on the Scope 3 emissions and what the how we're thinking about that. In terms of the oil sands, we are confident with the application of technologies that we're working on that we will bring the emissions intensity of the oil sands down over time, improving the steam oil ratio by deploying our flow control devices, by deploying noncondensable gas injection to supplement the steam by using solvents. We and others up there in Alberta are singularly focused on doing that. We are also the leader as part of the COSEA group in Alberta of an X prize. They'll award $20,000,000 to a winner and the of a competition that's being run to look at innovative ways for carbon capture and use and storage from combustion and things like steam generators. So that's another potential avenue to reduce the Scope 1 and 2 intensity of oil sands. So the short answer is no, it doesn't really change our view, and we can achieve these targets that we are setting out for 2,030 with the oil sands still in the portfolio. Our next question comes from Ryan Todd from Simmons Energy. Great. Thanks. Congratulations, guys. Maybe one high level one for you, Ryan, and then I have a more specific one on some aspects of the deal. But at a high level, I mean, as we think about the 10 year plan that you laid out and what feels like a lifetime ago at this point, This deal is clearly consistent with that plan, but maybe I just appreciate your thoughts. Have the events of the last year changed at all how you view the industry and your business going forward? And if so, how does this deal allow you to compete better in what feels like a fairly rapidly changing world going forward? Yes, thanks, Brian. No, this what we announced today doesn't really change that. When we laid out the plan back in November, there was as much a philosophy for how to run a business. I think Tim talked about it earlier as well. We've been talking for quite some time and share a consistent vision about what it takes to succeed in this E and P business and bring investors back into the sector. And that's you have to have a portfolio of low cost supply assets that last for a long time. And this combination with Concho just supercharges that for our company. And it's about low cost of supply. It's about a really strong balance sheet. It's about having a rational way to allocate capital that focuses on returns and doesn't just chase growth. It's about distributions back to the shareholders and then delivering 30% of your cash back to the shareholders. And then finally, we've been talking about it, you need to have a sustainable business for the long term to deal with the energy transition that faces the world. So it's all these things wrapped together and that was the basis for the long term plan that we laid out to the marketplace. And we began to demonstrate that we had the resources to satisfy that kind of a plan and that kind of a value proposition. And this transaction we announced today just really greatly enhances that plan because we're augmenting bringing Concho's incredible operating machine, their low cost of supply resources and their huge position in both the Delaware and the Midland Basins. And it's a perfect complement to what we described back to the market back in November with our 10 year plan. Maybe a follow-up on the waterfall chart that you have there in the presentation, which you've done a good job over the years at clarifying. But is there a right way to think, I guess, on a couple of things in there, is there a right way to think about targeted levels on the balance sheet, either in terms of total debt or leverage metrics in terms of the maintenance there? And then on dividend growth versus buybacks within that, maybe any comments on how we should think about dividend growth, whether it's competitive with the S and P 500 or just how you balance dividend growth buyback and leverage on there would be great. Thanks. Yes. So we're trying to manage leverage. We've got what we believe is a very strong balance sheet. You see from the chart, we don't feel the need to allocate any of our existing cash to the balance sheet. We feel very comfortable with where it stands, both from a gross debt perspective and a net debt. And if we add a little bit more cash to the balance sheet for a little bit lower net debt and resilience, we'll look at that as this market recovers. But at this 10 seconds, we feel like the balance sheet is in pretty good shape. On the dividend, we just believe long term consistent steady growth is required in the base dividend and it ought to grow consistent with the cash flows and the earnings growth that comes with the company And we believe it needs to be there's an important and compelling part of our value proposition and we would expect that over time it would grow consistent with that the dividend that the dividend in and of itself doesn't represent 30% of the cash at elevated prices. Today, it's representing sufficient return back to the shareholders. So we haven't needed to augment that with additional returns. But no, the dividend is important part of our value proposition and you ought to see clear, consistent, predictable increases over time and that's important in the base dividend. Thank you. Our next question comes from Doug Leggate from Bank of America. Your line is now open. Thanks. Good morning, everybody. Let me add my congratulations to you all. Tim, I wonder if I could just dig a little bit into the background of this. I'm guessing there'll be an S-four and some color. But to the extent you can, just your rationale as to why sell now? Obviously, if you look at your absolute share performance over the last several years, one could argue you're selling at the bottom of the the cycle. So I'm just curious as to what led you to this point now and what this says about the standalone E and P growth model. I've got a follow-up for Matt, please. Sure. Well, you're right. All the detail will appear in the filings, but I would tell you that as I said in part of our comments that evaluating the go forward size and scale really become more and more important. So, I guess, the why now is that we have common vision on this and creating a company that can attract capital and be a leader in that regard is the compelling reason that we wanted to move now. Matt, wonder if maybe I could add a follow-up. Ken, thanks for that. This is a comment from me for what it's worth. We see very similar beta with both stocks. So I don't think you've given up a whole heck of a lot of anything, frankly, at this level. It looks like a great deal overhand. But, Matt, maybe I could just check-in with you on the housekeeping issues. The $41 breakeven, can you just confirm, does that assume the synergies are realized? And what's the pacing that you anticipate the synergies to be realized? And I'll leave it there. Thanks. Yes, Doug. That's a pro form a that includes the synergies. We expect to have those synergies fully incorporated into run rate by the end of 2021, but we wanted to show it on a pro form a basis. So some of those synergies will show up as we go through this year, obviously, but we'll be at a full run rate by the end of this year. Thank you. Our next question comes from Bob Brackett from Bernstein Research. Your line is now open. Good morning and congratulations. I had a couple questions. One was just around the termination fee or company competing proposal. Could you explain the pathway to closing this deal and what would happen if there were a counterbid? Well, Bob, we've got customary fees associated with the deal. We expect to close it, as we said, in the sometime in Q1. We'll be on a pathway to doing that, and it's got customary normal kinds of fees on both sides if something else were to happen. But we do not expect that to be the case. We think that this is a compelling opportunity for both the ConocoPhillips and the Concho shareholders. So we're focused on getting it done and delivering on the combined value and getting the synergies and demonstrating to both our shareholders why this is a compelling opportunity. Great. And a somewhat related question would be, there is still perhaps $7,000,000,000 of cash on the balance sheet. Is that the right level of cash? Or how do you think about that cash balance sheet? And maybe given the de emphasis of new ventures, what's the going forward appetite for future acquisitions and maybe we're putting the cart ahead of the horse there. So Bob, I'll talk about cash on the balance sheet and how we think about that. Our basic frame for thinking about cash hasn't really changed, about $1,000,000,000 for operating cash, about $2,000,000,000 to $3,000,000,000 to be able to maintain reserve cash as we go through the cycles and anything above that would be strategic cash. So, even with the consolidation that basic level has not changed. Yes. And I'd say going forward, we're focused on integrating these 2 companies and delivering the synergies that we have in front of us, but expect we'll be a pretty mega competitive company going forward. Thank you. Our next question comes from Paul Cheng from Scotiabank. Your line is now open. Thank you. Good morning, guys. Good morning, Paul. I have two questions, one for Tim and one for Ryan. For TIM, I know the next 4 years coming, but can you maybe share that during the evaluation process, is Conoco the only company that you guys have been in contact or that is a pretty exhaustive process that you have contact multiple partner and end up finding Conoco to be the best partner? And also, whether you have an opportunity to discuss in a confidential way with some of your major shareholders that together commitment they will vote in favor of the deal. For Ryan, if we're looking at Why don't we let Tim do this one, Paul, and then you can come back to me. Yes. I'll tell you what the question is. No, as I said, the Board and the management team have been evaluating all options for a long time. So we've measured lots of different things that we could do, and we think that we're clearly convinced that this combination gives our shareholders the best chance with this 100% stock transaction to participate in the upside and we're very excited about the opportunities that it has for ways that our shareholders can win. And but we've been doing this a long time, so we're constantly out there ramming around and know what's going on with other companies and other opportunities. Okay. And that team, have you talked to any of your major shareholders in a confidential way and get some form of commitment they may vote in favor of the deal? No, we've only communicated in the ways that are appropriate at this point in time. Okay. Ryan, for your 10 year plan, at some point, I think the market will get normalized. When we're looking at the addition of the very attractive new asset base from KONTRO, is there any shape or form that changed your development plan in Alaska and in Mali? No, not at this 10 seconds, Paul. I mean, as Matt described in his remarks, we'll be working on getting this closed. And then I know Concho will be working on their 2021 budget. We'll be doing the same thing. Those announcements, I'm sure, will come later in the year. But no, longer term, we've got a lot of flexibility and we'll be updating our plans for 2021 later this year, but we're moving forward with the plans that we outlined in Montney and Alaska, the things that we outlined back in November. Thank you. Our next question comes from Scott Hanold from RBC Capital Markets. Your line is now open. Yes, thanks. I have two questions, hopefully pretty quick. And just Ryan, Matt, if I'm just to make sure I'm interpreting your view of 2020 beyond correctly, is the plan basically effectively maintenance capital spending until oil obviously, you've got your priorities, but until oil really hits $50 or above. So would you envision not effectively growing above maintenance cap unless oil is starting to near $50 at this point? Scott, this is Matt. Not necessarily. I mean, we have the and possibly, but not necessarily. We still have to make that decision. Yes, it's what we wanted to highlight on the waterfall chart was the capital that would be required to simply maintain production, and we'll certainly do that. And that's part of priority 1. Whether or not we allocate some additional capital to Priority 5, we haven't decided yet, frankly. And we'll make that call as we get closer to the start of the year. Okay. Appreciate that. And then on the ESG targets, I mean, mean, I think it's very commendable that you guys put this at front and center as part of the plan. And I took a quick view of your website that you all have out there. And it does have a target of net zero ambition by 2,045 to 2,055 certainly, a very commendable effort for a fossil fuel producer. But can you give us a sense on like what types of initiatives can get you there? I mean specifically, are you looking at carbon sequestration? Or what kind of things do you think are really important for you guys to get to that net zero ambition? Yes, Scott, we have a very clear line of sight to the targets that we've laid out in the next 10 years. We have a 10 year plan that will achieve those targets. In addition to that, we have a very rigorous marginal abatement cost curve process in the company with more than 100 different projects in that process, just now looking for ways to make additional reductions to our intensity in the Scope 1 and Scope 2 emissions. That could include carbon capture and sequestration. It could include using renewable energy sources for our Scope 2 emissions and perhaps even Scope 1 emissions. So we have a lot of different idea. It could include using offsets. I know many people who are thinking about net 0 by 2,050 are thinking offsets might be part of the solution. But that final part of the emissions reduction is something right now, it's aspirational, but it's not aspirational just with our fingers crossed. We've got a lot of work going on to identify ways and pilot test options that will allow us to get there. And just for the avoidance of doubt, the that ambition applies to scope 1 and scope 2 emissions also. And I would say, Scott, that technology is going to advance over the coming years. So we're going to be following all of those advancements, and we certainly expect emissions technology to advance at the same time such as the world doesn't demand and have to rely entirely on offsets or things like that to achieve that ambition. And then one more thing, Brian, if you don't mind. You'll also may have seen, Scott, if you looked at our website that we have we intend to have a very significant percentage of our Lower 40 large processing sites with permanent methane monitoring in place by the end of this year. About 2 thirds of our production will be monitored at the larger sites here for methane emissions. And we think that the we think we're probably the 1st company to actually deploy this on such a large scale across the whole industry. And we will intend to do that further. And that will allow us to identify when there are methane emissions above and that are unexpected and allow us to very quickly go out and address those. So that's another big part of the climate risk strategy that's come about through technology that we've developed with a third party, that we've now managed to get the cost of that technology low enough that we can very quickly deploy it across our largest sites in the Lower 48 and ultimately sites beyond the Lower 48. So that's a big part of it too. Thank you. Our next question comes from Josh Silverstein from Wolfe Research. Your line is now open. Yes, thanks. Good morning, guys. With the Concho acquisition, you're much more balanced now in terms of the profile between unconventional and conventional in a production based sense. The resource base, I think, was already kind of fifty-fifty around there beforehand. I imagine much of the growth coming forward is probably going to be from the unconventional base. But how do you see this kind of playing out over time in terms of mix? And is there maybe a limit to what you would want from a unconventional production base for the corporate line? Well, I think, Josh, I'll let Matt chime in as well. We described sort of what happens to our capital intensity or our decline rate. There's a little bit of increase as we transition to a bit more unconventional, but it stays very manageable because the global diverse nature of the portfolio and the capital intensity of our large legacy businesses in Alaska and Norway, in Canada and what we're doing in Asia and in the Middle East. So, while that mix starts to grow a little bit, as you described, where we don't see the progression to the kinds of decline rates that pure play unconventional players have. So that whole mix is important to us and we keep a close eye on that as it grows over time, which is why, as Matt described, doing some of these big projects like Willow and being interested in a project like the Northfield expansion in Qatar is pretty important to the company to help balance that out and maintain the kind of profile and decline rate and capital intensity in the company going forward. And then obviously, Josh, we're not bringing these assets into the portfolio to starve them with capital. So there will be additional capital going in aggregate to the unconventionals. But then neither did we bring them into portfolio because we want to rush for growth. That would be completely counter to our underlying philosophy. So we will have a measured sort of growth rate in the unconventionals. We'll continue to invest, as Ryan says, in our conventional business, and we'll keep this nice balance that we have in the company of higher decline, lower decline, short cycle, longer cycle. And that's what we believe is the right sort of mix to be a sustainable company through the next few decades, frankly, through the energy transition. Thank you. Our next question comes from Jeffrey Lambujon from TPH. Your line is now open. Good morning. Thanks for squeezing me in and congratulations on the transaction. I just have one question on capital allocation and the financial priorities. As you think about the 5th priority, specifically in terms of capital going towards expanding cash flow, can you just speak to the major parameters you consider around that in addition to cost of supply? I appreciate the comments around capital allocation across the priorities at $50 oil. Just trying to get a sense for what levels of production are reasonable to consider on the different commodity price scenarios and also more color on what the philosophy is around the measurable growth that you mentioned earlier? Yes, Jeff. In addition to the cost of supply criterion, which is really the primary criterion, frankly, We also look at the flexibility of the capital investment. We look at the greenhouse gas intensity of the investment. We look at our organizational capacity. We look at operational efficiencies and synergies associated with the so we look at it broadly across the spectrum. We're not ready yet to talk about an actual growth rate. I'm not sure if that's what you were getting at in the 2nd part of your question. That will come over time as we pull our budgets together for 2021, and we look at our longer range plan beyond that. So it's a bit premature for us to talk about that at the moment. Yes. And we need Jeffrey, we need to see what happens to this commodity price. I mean, we don't we need to see what recovery and what trajectory the commodity price is going to be on. We won't get out ahead of that either. Thank you. Thank you. Our next question comes from Leo Mariani from KeyBanc. Your line is now open. Hey guys, wanted to dig in a little bit to the commentary that Concho is a more experienced Permian player as they've been there, I guess, for a handful of decades in prior incarnations. Certainly, it sounds like there's a belief that Conoco can see enhancements to their Permian business. I was wondering if maybe we could take a look at some metrics such as like well cost on a dollars per foot basis in terms of what Concho is maybe doing versus kind of what Conoco is doing. Just trying to come up with a way to maybe quantify some of those potential improvements. Yes. Concho are a very efficient operator in the Permian. They've been running more rigs than we have. They've had more experience in testing different drilling and completions technologies. We're still at the very early stages. So we do believe that the combination will result in some serious capital synergies when we put the 2 together. We haven't quantified that as part of our expectations yet, but the expectations are there that we'll be able to do that. As things stand just now, Concho's drill and complete cost per well are lower than ours. We have some differences in benches that we're drilling. We've got some differences in our completion design. But they when we put these 2 teams together, as I said in my opening remarks, that will be a key focus of the transition team is to, as quickly as possible, make sure that we put their views and best practices from both sides of the house so that we can get those currently unquantified capital synergies with and get that to the bottom line as soon as we can. And it won't just be capital, but it will also be recovery, expected ultimate recovery improvements and getting that balance right between capital and recovery and looking at that and run across the supply basis all in. Cheryl, let me push in here. We'll take one more question. We're running past a little past our stop time. So one more question and we'll call it good. Okay. Thank you. Our final question comes from Welles Fitzpatrick from Truist. Your line is now open. Hey, good morning. Congrats and thank you so much for squeezing me in. I just had 2 related questions. One, obviously, you talked to a great base decline rate going from 10% to 12%. Could you maybe give us your thoughts on what the base plus instantaneous might look like? And then the follow-up is how should we think of that 5,100,000,000 dollars sustaining capital going forward? Is that unique to 'twenty one, maybe because the DUCs are pushing it down a little bit or maybe because the synergies are going to help out going forward. Could you just talk to what that look like might look like beyond 'twenty one? Yes. The instantaneous decline rate goes up a bit. I don't have it in front of me just now, but I think it goes from about 20% to about 20 4% from recollection. The kind of the there's the base decline rate when you take out that first year effect because that goes from 10% to 12%. I have to say that it doesn't go from 10% to 12% instantaneously. That's the average over the 10 years. It's less than that initially. In terms of the 5.1% sustaining capital, now that's our that's the sustaining capital that if we simply wanted to sustain production for a decade, we could do that for 5.1%. In fact, I've just found the number. It goes from 20% to 22%, the instantaneous decline rate initially. So it's not a significant increase. And the underlying base decline doesn't increase significantly in the 1st few years, Iona. So it's the average that goes from 10% to 12%. So I think that the that decline rate it's a modest increase, but of course, that's what we'd expect, and we wanted to quantify that for the analyst community out there. But the sustaining capital of 5.1%, we could do that for a decade if we thought that was the best strategy. Cheryl, let me go ahead then and jump in here. We'll go ahead and wrap up the call. Appreciate everybody's time and attention this morning. Also appreciate your support and certainly look forward to ongoing conversations with everybody. Again, thank you and have a great day. Stay safe. Thank you, ladies and gentlemen. This now concludes today's conference. Thank you for your participation. You may now disconnect.