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Financial and Operating Results

Notes to Consolidated Financial Statements

 

Note 12 — Goodwill and Intangibles

Changes in the carrying amount of goodwill are as follows:

 

 

On March 31, 2006, we acquired Burlington Resources Inc., an independent exploration and production company.
As a result of this acquisition, we recorded goodwill of $16,615 million, all of which was assigned to our Worldwide E&P reporting unit. See Note 5 — Acquisition of Burlington Resources Inc., for additional information.

On February 28, 2006, we acquired the Wilhelmshaven refinery, located in Wilhelmshaven, Germany. The purchase included the refinery, a marine terminal, rail and truck loading facilities and a tank farm, as well as another entity that provides commercial and administrative support to the refinery. As a result of this acquisition, we recorded goodwill of $229 million, all of which was aligned with our R&M segment. The allocation of the purchase price to specific assets and liabilities was based on a combination of an outside appraiser's valuation for fixed assets and an internal estimate of the fair values of the various other assets and liabilities acquired. This goodwill is not deductible for tax purposes.

On December 28, 2005, we signed an agreement with the Libyan National Oil Corporation under which we and our co-venturers acquired an ownership interest in the Waha concessions in Libya. On December 29, 2005, the Libyan government approved the signed agreement making the rights and obligations under the contract legally binding and unconditional at that date among all four parties involved. The terms included a payment to the Libyan National Oil Corporation of $520 million (net to ConocoPhillips) for the acquisition of an ownership in, and extension of, the concessions; and a contribution to unamortized investments made since 1986 of $200 million (net to ConocoPhillips) that were agreed to be paid as part of the 1986 stand still agreement to hold the assets in escrow for the U.S.-based co-venturers. At December 31, 2006, $720 million had been paid or accrued. This transaction also resulted in the recording of $477 million of goodwill, which was reduced by $19 million in 2006, as the purchase price allocation was finalized. The $458 million remaining balance in goodwill relates to net deferred tax liabilities arising from differences between the allocated financial bases and deductible tax bases of the acquired assets. This goodwill is not deductible for tax purposes.

Information on the carrying value of intangible assets follows:

 

 

In addition to the above amounts, we have $13 million of intangibles classified as held for sale. See Note 9 — Assets Held for Sale, for additional information.

During 2006, we reduced the carrying value of indefinite-lived intangible assets related to trademark intangibles. This impairment, recorded in the impairments line of the consolidated income statement, totaled $70 million before-tax and was associated with planned asset dispositions in our R&M segment.

Amortization expense related to the intangible assets above for the years ended December 31, 2006 and 2005, was $56 million and $21 million, respectively. The estimated amortization expense for 2007, 2008 and 2009 is approximately $50 million, $40 million and $30 million, respectively. It is expected to be approximately $20 million per year for 2010 and 2011.