Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WHITING PETROLEUM CORP | |
Entity Central Index Key | 1255474 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 204,125,192 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $105,915 | $78,100 |
Accounts receivable trade, net | 505,127 | 543,172 |
Derivative assets | 110,318 | 135,577 |
Prepaid expenses and other | 41,591 | 86,150 |
Total current assets | 762,951 | 842,999 |
Property and equipment: | ||
Oil and gas properties, successful efforts method | 15,680,827 | 14,949,702 |
Other property and equipment | 294,286 | 276,582 |
Total property and equipment | 15,975,113 | 15,226,284 |
Less accumulated depreciation, depletion and amortization | -3,338,881 | -3,083,572 |
Total property and equipment, net | 12,636,232 | 12,142,712 |
Goodwill | 875,676 | 875,676 |
Debt issuance costs | 85,729 | 53,274 |
Other long-term assets | 91,425 | 104,843 |
TOTAL ASSETS | 14,452,013 | 14,019,504 |
Current liabilities: | ||
Accounts payable trade | 104,084 | 62,664 |
Accrued capital expenditures | 198,717 | 429,970 |
Revenues and royalties payable | 207,036 | 254,018 |
Current portion of Production Participation Plan liability | 72,110 | 113,391 |
Accrued liabilities and other | 171,728 | 169,193 |
Taxes payable | 54,400 | 63,822 |
Accrued interest | 42,808 | 67,913 |
Deferred income taxes | 30,378 | 47,545 |
Total current liabilities | 881,261 | 1,208,516 |
Long-term debt | 5,236,187 | 5,628,782 |
Deferred income taxes | 1,281,841 | 1,230,630 |
Asset retirement obligations | 182,674 | 167,741 |
Deferred gain on sale | 58,811 | 60,305 |
Other long-term liabilities | 21,549 | 20,486 |
Total liabilities | 7,662,323 | 8,316,460 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value, 300,000,000 shares authorized; 204,487,220 issued and 202,125,192 outstanding as of March 31, 2015 and 168,346,020 issued and 166,889,152 outstanding as of December 31, 2014 | 204 | 168 |
Additional paid-in capital | 4,577,832 | 3,385,094 |
Retained earnings | 2,203,601 | 2,309,712 |
Total Whiting shareholders' equity | 6,781,637 | 5,694,974 |
Noncontrolling interest | 8,053 | 8,070 |
Total equity | 6,789,690 | 5,703,044 |
TOTAL LIABILITIES AND EQUITY | $14,452,013 | $14,019,504 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 204,487,220 | 168,346,020 |
Common stock, shares outstanding | 202,125,192 | 166,889,152 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUES AND OTHER INCOME: | ||
Oil, NGL and natural gas sales | $519,848 | $721,250 |
Amortization of deferred gain on sale | 5,836 | 7,744 |
Gain on sale of properties | 3,198 | 10,559 |
Interest income and other | 350 | 696 |
Total revenues and other income | 529,232 | 740,249 |
COSTS AND EXPENSES: | ||
Lease operating | 166,365 | 114,786 |
Production taxes | 44,378 | 60,030 |
Depreciation, depletion and amortization | 283,519 | 235,265 |
Exploration and impairment | 80,924 | 42,107 |
General and administrative | 43,980 | 32,334 |
Interest expense | 74,257 | 42,144 |
Loss on early extinguishment of debt | 5,589 | |
Change in Production Participation Plan liability | 3,636 | |
Commodity derivative (gain) loss, net | -9,851 | 24,535 |
Total costs and expenses | 689,161 | 554,837 |
INCOME (LOSS) BEFORE INCOME TAXES | -159,929 | 185,412 |
INCOME TAX EXPENSE (BENEFIT): | ||
Current | 149 | 1,000 |
Deferred | -53,950 | 75,361 |
Total income tax expense (benefit) | -53,801 | 76,361 |
NET INCOME (LOSS) | -106,128 | 109,051 |
Net loss attributable to noncontrolling interests | 17 | 18 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | ($106,111) | $109,069 |
EARNINGS (LOSS) PER COMMON SHARE: | ||
Basic (in dollars per share) | ($0.63) | $0.92 |
Diluted (in dollars per share) | ($0.63) | $0.91 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic (in shares) | 168,990,000 | 118,923,000 |
Diluted (in shares) | 168,990,000 | 119,931,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | ($106,128) | $109,051 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 283,519 | 235,265 |
Deferred income tax expense (benefit) | -53,950 | 75,361 |
Amortization of debt issuance costs, debt discount and debt premium | 1,999 | 5,360 |
Stock-based compensation | 6,655 | 6,732 |
Amortization of deferred gain on sale | -5,836 | -7,744 |
Gain on sale of properties | -3,198 | -10,559 |
Undeveloped leasehold and oil and gas property impairments | 26,417 | 17,985 |
Exploratory dry hole costs | 541 | 3,552 |
Loss on early extinguishment of debt | 5,589 | |
Change in Production Participation Plan liability | 3,636 | |
Non-cash portion of derivative losses | 40,719 | 23,793 |
Other, net | -1,040 | -1,041 |
Changes in current assets and liabilities: | ||
Accounts receivable trade, net | 38,045 | -36,936 |
Prepaid expense and other | 44,527 | -15,161 |
Accounts payable trade and accrued liabilities | -19,316 | -89,471 |
Revenues and royalties payable | -46,982 | -1,142 |
Taxes payable | -9,422 | 5,216 |
Net cash provided by operating activities | 202,139 | 323,897 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Drilling and development capital expenditures | -1,015,974 | -596,407 |
Acquisition of oil and gas properties, net of cash acquired | -11,046 | -33,696 |
Other property and equipment | -4,909 | -24,474 |
Proceeds from sale of oil and gas properties | 10,319 | 75,023 |
Net cash used in investing activities | -1,021,610 | -579,554 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 1,050,000 | |
Issuance of 1.25% Convertible Senior Notes due 2020 | 1,250,000 | |
Issuance of 6.25% Senior Notes due 2023 | 750,000 | |
Borrowings under credit agreement | 1,600,000 | |
Repayments of borrowings under credit agreement | -3,000,000 | |
Repayment of tax sharing liability | -26,373 | |
Debt and equity issuance costs | -49,162 | -8 |
Restricted stock used for tax withholdings | -1,055 | -11,073 |
Proceeds from stock options exercised | 2,919 | 88 |
Net cash provided by (used in) financing activities | 847,286 | -37,366 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 27,815 | -293,023 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 78,100 | 699,460 |
End of period | 105,915 | 406,437 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued capital expenditures related to property additions | 198,717 | 210,133 |
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Partial redemption of Senior Notes | -2,475 | |
Senior Notes [Member] | 5.5% Senior Notes due 2021 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Partial redemption of Senior Notes | -349,557 | |
Senior Notes [Member] | 5.5% Senior Notes due 2022 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Partial redemption of Senior Notes | ($403,384) |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | ||
Interest Rate (as a percent) | 1.25% | |
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | ||
Interest Rate (as a percent) | 6.25% | |
8.125% Senior Notes due 2019 [Member] | Senior Notes [Member] | ||
Interest Rate (as a percent) | 8.13% | 8.13% |
5.5% Senior Notes due 2021 [Member] | Senior Notes [Member] | ||
Interest Rate (as a percent) | 5.50% | 5.50% |
5.5% Senior Notes due 2022 [Member] | Senior Notes [Member] | ||
Interest Rate (as a percent) | 5.50% | 5.50% |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total Whiting Shareholders' Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
In Thousands, except Share data, unless otherwise specified | ||||||
BALANCES at Dec. 31, 2013 | $3,828,567 | $120 | $1,583,542 | $2,244,905 | $8,132 | $3,836,699 |
BALANCES (in shares) at Dec. 31, 2013 | 120,102,000 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 109,069 | 109,069 | -18 | 109,051 | ||
Exercise of stock options | 88 | 88 | 88 | |||
Exercise of stock options (in shares) | 3,000 | |||||
Restricted stock issued | 1 | -1 | ||||
Restricted stock issued (in shares) | 894,000 | |||||
Restricted stock forfeited (in shares) | -197,000 | |||||
Restricted stock used for tax withholdings | -11,073 | -11,073 | -11,073 | |||
Restricted stock used for tax withholdings (in shares) | -188,000 | |||||
Stock-based compensation | 6,732 | 6,732 | 6,732 | |||
BALANCES at Mar. 31, 2014 | 3,933,383 | 121 | 1,579,288 | 2,353,974 | 8,114 | 3,941,497 |
BALANCES (in shares) at Mar. 31, 2014 | 120,614,000 | |||||
BALANCES at Dec. 31, 2014 | 5,694,974 | 168 | 3,385,094 | 2,309,712 | 8,070 | 5,703,044 |
BALANCES (in shares) at Dec. 31, 2014 | 168,346,000 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | -106,111 | -106,111 | -17 | -106,128 | ||
Issuance of common stock | 1,039,500 | 35 | 1,039,465 | 1,039,500 | ||
Issuance of common stock (in shares) | 35,000,000 | |||||
Equity component of Convertible Senior Notes, Net | 144,755 | 144,755 | 144,755 | |||
Exercise of stock options | 2,919 | 2,919 | 2,919 | |||
Exercise of stock options (in shares) | 145,000 | |||||
Restricted stock issued | 1 | -1 | ||||
Restricted stock issued (in shares) | 1,175,000 | |||||
Restricted stock forfeited (in shares) | -142,000 | |||||
Restricted stock used for tax withholdings | -1,055 | -1,055 | -1,055 | |||
Restricted stock used for tax withholdings (in shares) | -37,000 | |||||
Stock-based compensation | 6,655 | 6,655 | 6,655 | |||
BALANCES at Mar. 31, 2015 | $6,781,637 | $204 | $4,577,832 | $2,203,601 | $8,053 | $6,789,690 |
BALANCES (in shares) at Mar. 31, 2015 | 204,487,000 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION |
Description of Operations—Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company engaged in the exploration, development, acquisition and production of crude oil, NGLs and natural gas primarily in the Rocky Mountains and Permian Basin regions of the United States. Unless otherwise specified or the context otherwise requires, all references in these notes to “Whiting” or the “Company” are to Whiting Petroleum Corporation and its consolidated subsidiaries, Whiting Oil and Gas Corporation (“Whiting Oil and Gas”), Whiting US Holding Company, Whiting Canadian Holding Company ULC (formerly Kodiak Oil & Gas Corp., “Kodiak”), Whiting Resources Corporation (formerly Kodiak Oil & Gas (USA) Inc.) and Whiting Programs, Inc. | |
Consolidated Financial Statements—The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I (“Trust I”) pursuant to Whiting’s 15.8% ownership interest in Trust I. On January 28, 2015, the net profits interest that Whiting conveyed to Trust I terminated as a result of 9.11 MMBOE (which amount is equivalent to 8.20 MMBOE attributable to the 90% net profits interest) having been produced and sold from the underlying properties. Upon termination, the net profits interest in the underlying properties reverted back to Whiting. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s 2014 Annual Report on Form 10-K. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in Whiting’s 2014 Annual Report on Form 10‑K. | |
Earnings Per Share—Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt, all using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e. hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. In addition, to the extent the conversion value of the convertible debt exceeds the aggregate principal amount of the notes, such conversion spread is included in the diluted earnings per share computation under the treasury stock method. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. | |
OIL_AND_GAS_PROPERTIES
OIL AND GAS PROPERTIES | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
OIL AND GAS PROPERTIES [Abstract] | |||||||
OIL AND GAS PROPERTIES | 2. OIL AND GAS PROPERTIES | ||||||
Net capitalized costs related to the Company’s oil and gas producing activities at March 31, 2015 and December 31, 2014 are as follows (in thousands): | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Proved leasehold costs | $ | 3,735,347 | $ | 3,637,026 | |||
Unproved leasehold costs | 1,104,365 | 1,232,040 | |||||
Costs of completed wells and facilities | 10,147,423 | 9,319,808 | |||||
Wells and facilities in progress | 693,692 | 760,828 | |||||
Total oil and gas properties, successful efforts method | 15,680,827 | 14,949,702 | |||||
Accumulated depletion | -3,256,084 | -3,003,270 | |||||
Oil and gas properties, net | $ | 12,424,743 | $ | 11,946,432 | |||
ACQUISITIONS_AND_DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended | |||
Mar. 31, 2015 | ||||
ACQUISITIONS AND DIVESTITURES [Abstract] | ||||
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES | |||
2015 Acquisitions and Divestitures | ||||
There were no significant acquisitions or divestitures during the three months ended March 31, 2015. | ||||
2014 Acquisitions | ||||
On December 8, 2014, the Company completed the acquisition of Kodiak Oil & Gas Corp. (now known as Whiting Canadian Holding Company ULC, “Kodiak”), whereby Whiting acquired all of the outstanding common stock of Kodiak (the “Kodiak Acquisition”). Pursuant to the terms of the Kodiak Acquisition agreement, Kodiak shareholders received 0.177 of a share of Whiting common stock in exchange for each share of Kodiak common stock they owned. Total consideration for the Kodiak Acquisition was $1.8 billion, consisting of 47,546,139 Whiting common shares issued at the market price of $37.25 per share on the date of issuance plus the fair value of Kodiak’s outstanding equity awards assumed by Whiting. The aggregate purchase price of the transaction was $4.3 billion, which included the assumption of Kodiak’s outstanding debt of $2.5 billion as of December 8, 2014 and the net cash acquired of $19 million. | ||||
Kodiak was an independent energy company focused on exploration and production of crude oil and natural gas reserves, primarily in the Williston Basin region of the United States. As a result of the Kodiak Acquisition, Whiting acquired approximately 327,000 gross (178,000 net) acres located primarily in North Dakota, including interests in 778 producing oil and gas wells and undeveloped acreage. Approximately 10,000 of the net acres acquired were located in Wyoming and Colorado. | ||||
The Kodiak Acquisition was accounted for using the acquisition method of accounting for business combinations. The allocation of the purchase price is based upon management’s estimates and assumptions related to the fair value of assets acquired and liabilities assumed on the acquisition date using currently available information. Transaction costs relating to the Kodiak Acquisition were expensed as incurred. The initial accounting for the Kodiak Acquisition is preliminary, and adjustments to provisional amounts (such as goodwill, certain accrued receivables and liabilities and their related deferred taxes) or recognition of additional assets acquired or liabilities assumed, may occur as additional information is obtained about facts and circumstances that existed as of the acquisition date. | ||||
The consideration transferred, preliminary fair value of assets acquired and liabilities assumed, and the resulting goodwill as of the acquisition date are as follows (in thousands): | ||||
Consideration: | ||||
Fair value of Whiting’s common stock issued (1) | $ | 1,771,094 | ||
Fair value of Kodiak restricted stock units assumed by Whiting (2) | 9,596 | |||
Fair value of Kodiak options assumed by Whiting | 7,523 | |||
Total consideration | $ | 1,788,213 | ||
Fair value of liabilities assumed: | ||||
Accounts payable trade | $ | 18,390 | ||
Accrued capital expenditures | 104,509 | |||
Revenues and royalties payable | 57,423 | |||
Accrued liabilities and other | 45,695 | |||
Taxes payable | 12,676 | |||
Accrued interest | 18,070 | |||
Current deferred tax liability | 30,279 | |||
Long-term debt | 2,500,875 | |||
Asset retirement obligations | 8,646 | |||
Other long-term liabilities | 15,735 | |||
Amount attributable to liabilities assumed | $ | 2,812,298 | ||
Fair value of assets acquired: | ||||
Cash and cash equivalents | $ | 18,879 | ||
Accounts receivable trade, net | 219,654 | |||
Derivative assets | 85,718 | |||
Prepaid expenses and other | 8,624 | |||
Oil and gas properties, successful efforts method: | ||||
Proved properties | 2,266,607 | |||
Unproved properties | 1,000,396 | |||
Other property and equipment | 11,347 | |||
Long-term deferred tax asset | 107,497 | |||
Other long-term assets | 6,113 | |||
Amount attributable to assets acquired | $ | 3,724,835 | ||
Goodwill | $ | 875,676 | ||
-1 | 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014) based on Kodiak’s 268,622,497 common shares outstanding at closing. | |||
-2 | 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5, 2014) based on Kodiak’s 1,455,409 restricted stock units held by employees as of December 8, 2014. | |||
Goodwill recognized as a result of the Kodiak Acquisition totaled $876 million, none of which is deductible for income tax purposes. Goodwill is primarily attributable to the operational and financial synergies expected to be realized from the acquisition, including the employment of optimized completion techniques on Kodiak's undrilled acreage which will improve hydrocarbon recovery, the realization of savings in drilling and well completion costs, the accelerated development of Kodiak’s asset base, and the acquisition of experienced oil and gas technical personnel. | ||||
2014 Divestitures | ||||
On March 27, 2014, the Company completed the sale of approximately 49,900 gross (41,000 net) acres in its Big Tex prospect, which consisted mainly of undeveloped acreage as well as its interests in certain producing oil and gas wells, located in the Delaware Basin of Texas for a cash purchase price of $76 million resulting in a pre-tax gain on sale of $12 million. | ||||
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
LONG-TERM DEBT [Abstract] | |||||||
LONG-TERM DEBT | 4. LONG-TERM DEBT | ||||||
Long-term debt, including the current portion, consisted of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Credit agreement | $ | - | $ | 1,400,000 | |||
6.5% Senior Subordinated Notes due 2018 | 350,000 | 350,000 | |||||
5% Senior Notes due 2019 | 1,100,000 | 1,100,000 | |||||
8.125% Senior Notes due 2019, including unamortized debt premium of $22,668 and $23,742, respectively | 820,218 | 823,742 | |||||
1.25% Convertible Senior Notes due 2020, including unamortized debt discount of $237,043 | 1,012,957 | - | |||||
5.75% Senior Notes due 2021, including unamortized debt premium of $3,012 and $3,180, respectively | 1,203,012 | 1,203,180 | |||||
5.5% Senior Notes due 2021, including unamortized debt premium of $0 and $867, respectively | 3,904 | 350,867 | |||||
5.5% Senior Notes due 2022, including unamortized debt premium of $0 and $993, respectively | 610 | 400,993 | |||||
6.25% Senior Notes due 2023 | 750,000 | - | |||||
Total debt | $ | 5,240,701 | $ | 5,628,782 | |||
Credit Agreement—Whiting Oil and Gas, the Company’s wholly-owned subsidiary, has a credit agreement with a syndicate of banks that as of March 31, 2015 had a borrowing base of $4.5 billion, with aggregate commitments of $3.5 billion. In April 2015, the Company entered into an amendment to its credit agreement to reaffirm the existing borrowing base in connection with the May 1, 2015 regular redetermination, as well as to modify certain financial covenants contained in the agreement. The Company may increase the maximum aggregate amount of commitments under the credit agreement up to the $4.5 billion borrowing base if certain conditions are satisfied, including the consent of lenders participating in the increase. As of March 31, 2015, the Company had $3.5 billion of available borrowing capacity, which was net of $3 million in letters of credit with no borrowings outstanding. | |||||||
In March 2015, in conjunction with the closing of the Company’s debt and equity offerings discussed below, the Company terminated the $1.0 billion senior secured delayed draw term loan facility (“Delayed Draw Facility”), and the aggregate commitments under the credit agreement decreased from $4.5 billion to $3.5 billion, accordingly. | |||||||
The borrowing base under the credit agreement is determined at the discretion of the lenders, based on the collateral value of the Company’s proved reserves that have been mortgaged to such lenders, and is subject to regular redeterminations on May 1 and November 1 of each year, as well as special redeterminations described in the credit agreement, in each case which may reduce the amount of the borrowing base. Upon a redetermination of the borrowing base, either on a periodic or special redetermination date, if borrowings in excess of the revised borrowing capacity were outstanding, the Company could be forced to immediately repay a portion of its debt outstanding under the credit agreement. A portion of the revolving credit facility in an aggregate amount not to exceed $100 million may be used to issue letters of credit for the account of Whiting Oil and Gas or other designated subsidiaries of the Company. As of March 31, 2015, $97 million was available for additional letters of credit under the agreement. | |||||||
The credit agreement provides for interest only payments until December 2019, when the credit agreement expires and all outstanding borrowings are due. Interest under the revolving credit facility accrues at the Company’s option at either (i) a base rate for a base rate loan plus the margin in the table below, where the base rate is defined as the greatest of the prime rate, the federal funds rate plus 0.5% per annum, or an adjusted LIBOR rate plus 1.0% per annum, or (ii) an adjusted LIBOR rate for a Eurodollar loan plus the margin in the table below. Additionally, the Company also incurs commitment fees as set forth in the table below on the unused portion of the aggregate commitments of the lenders under the revolving credit facility, which are included as a component of interest expense. | |||||||
Applicable | Applicable | ||||||
Margin for Base | Margin for | Commitment | |||||
Ratio of Outstanding Borrowings to Borrowing Base | Rate Loans | Eurodollar Loans | Fee | ||||
Less than 0.25 to 1.0 | 0.50% | 1.50% | 0.38% | ||||
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 | 0.75% | 1.75% | 0.38% | ||||
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 | 1.00% | 2.00% | 0.50% | ||||
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 | 1.25% | 2.25% | 0.50% | ||||
Greater than or equal to 0.90 to 1.0 | 1.50% | 2.50% | 0.50% | ||||
The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, the credit agreement also restricts the Company’s ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the net assets of the subsidiaries. As of March 31, 2015, total restricted net assets were $6.7 billion, and there were no retained earnings free from restrictions. The credit agreement requires the Company, as of the last day of any quarter, (i) to not exceed a total debt to the last four quarters’ EBITDAX ratio (as defined in the credit agreement) of 4.0 to 1.0 and (ii) to have a consolidated current assets to consolidated current liabilities ratio (as defined in the credit agreement and which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0. Under the terms of the amended credit agreement, the 4.0 to 1.0 total debt to EBITDAX ratio will temporarily be replaced with a 2.5 to 1.0 total senior secured debt to EBITDAX ratio (as defined in the amended credit agreement) during the interim period beginning June 30, 2015 and ending on the earlier of (i) January 1, 2017 or (ii) the commencement of an investment-grade debt rating period as described below. The Company was in compliance with its covenants under the credit agreement as of March 31, 2015. | |||||||
Under the terms of the credit agreement, at any time during which Whiting has an investment-grade debt rating from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Group and Whiting has elected, at its discretion, to effect an investment-grade rating period, (i) certain security requirements, including the borrowing base requirement, and restrictive covenants will cease to apply, (ii) certain other restrictive covenants will become less restrictive, (iii) an additional financial covenant will be imposed, and (iv) the interest rate margin applicable to all revolving borrowings as well as the commitment fee with respect to the revolving facility will be based upon the Company’s debt rating rather than the ratio of outstanding borrowings to the borrowing base. | |||||||
The obligations of Whiting Oil and Gas under the credit agreement are secured by a first lien on substantially all of Whiting Oil and Gas’ and Whiting Resource Corporation’s properties included in the borrowing base for the credit agreement. The Company has guaranteed the obligations of Whiting Oil and Gas under the credit agreement and has pledged the stock of its subsidiaries as security for its guarantee. | |||||||
Senior Notes and Senior Subordinated Notes—In September 2010, the Company issued at par $350 million of 6.5% Senior Subordinated Notes due October 2018 (the “2018 Senior Subordinated Notes”). The estimated fair value of these notes was $351 million and $345 million as of March 31, 2015 and December 31, 2014, respectively, based on quoted market prices for this debt security, and such fair value is therefore designated as Level 1 within the valuation hierarchy. | |||||||
In September 2013, the Company issued at par $1.1 billion of 5% Senior Notes due March 2019 (the “2019 Senior Notes”) and $800 million of 5.75% Senior Notes due March 2021, and issued at 101% of par an additional $400 million of 5.75% Senior Notes due March 2021 (collectively, the “2021 Senior Notes”). The estimated fair value of the 2019 Senior Notes was $1.1 billion and $1.0 billion as of March 31, 2015 and December 31, 2014, respectively. The estimated fair value of the 2021 Senior Notes was $1.2 billion and $1.1 billion as of March 31, 2015 and December 31, 2014, respectively. These fair values are based on quoted market prices for these debt securities, and such fair values are therefore designated as Level 1 within the valuation hierarchy. | |||||||
Kodiak Senior Notes. In conjunction with the Kodiak Acquisition, Whiting US Holding Company, a wholly-owned subsidiary of the Company, became a co-issuer of Kodiak’s $800 million of 8.125% Senior Notes due December 2019 (the “2019 Kodiak Notes”), $350 million of 5.5% Senior Notes due January 2021 (the “2021 Kodiak Notes”), and $400 million of 5.5% Senior Notes due February 2022 (the “2022 Kodiak Notes” and together with the 2019 Kodiak Notes and the 2021 Kodiak Notes, the “Kodiak Notes”). The Kodiak Notes were recorded at their fair values of $824 million, $351 million and $401 million, respectively, on December 8, 2014, the closing date of the acquisition. The related premiums are being amortized as a reduction to interest expense over the life of the related notes. | |||||||
Upon closing of the Kodiak Acquisition, the indentures under which the Kodiak Notes were issued (the “Kodiak Indentures”) were amended to (i) modify certain covenants and restrictions, (ii) to provide for unconditional and irrevocable guarantees by Whiting Petroleum Corporation and Whiting Oil and Gas of the prompt payment, when due, of any amounts owed under the Kodiak Notes and the Kodiak Indentures, and (iii) to allow Whiting US Holding Company to become a co-issuer of the Kodiak Notes. Also in conjunction with the Kodiak Acquisition, in December 2014, each of the indentures governing the Company’s 2019 Senior Notes, 2021 Senior Notes and 2018 Senior Subordinated Notes were amended to include Whiting US Holding Company, Kodiak and Whiting Resources Corporation as guarantors. Shortly after closing, the Kodiak Notes were deregistered in accordance with the Securities Exchange Act of 1934, and accordingly, the Company is exempt from the reporting requirements under Rule 3-10 of Regulation S-X of the SEC with respect to the Kodiak Notes. | |||||||
Repurchase of Kodiak Notes. On January 7, 2015, as required under the Kodiak Indentures upon a change in control of Kodiak, Whiting offered to repurchase at 101% of par all $1,550 million principal amount of Kodiak Notes then outstanding. On March 6, 2015, Whiting paid $760 million to repurchase $2 million aggregate principal amount of the 2019 Kodiak Notes, $346 million aggregate principal amount of the 2021 Kodiak Notes and $399 million aggregate principal amount of the 2022 Kodiak Notes, which payment consisted of the 101% redemption price and all accrued and unpaid interest on such notes. The Company financed the repurchase with borrowings under its revolving credit facility. As a result of the repurchase, Whiting recognized a $6 million loss on early extinguishment of debt, which consisted of a $7 million cash charge related to the redemption premium on the Kodiak Notes, partially offset by a $2 million non-cash credit related to the acceleration of unamortized debt premiums on such notes. | |||||||
On April 1, 2015, Whiting provided notice to bondholders that it exercised its right to redeem at 101% of par all of the remaining aggregate principal amount of the 2021 Kodiak Notes and the 2022 Kodiak Notes outstanding on May 1, 2015. Accordingly, the $5 million aggregate principal amount due has been reflected as a current payable within accrued liabilities and other in the consolidated balance sheet as of March 31, 2015. | |||||||
As of March 31, 2015, the estimated fair value of the Kodiak Notes was $833 million, $4 million and $1 million, respectively, based on quoted market prices for these debt securities, and such fair value is therefore designated as Level 1 within the valuation hierarchy. | |||||||
Issuance of Senior Notes. In March 2015, the Company issued at par $750 million of 6.25% Senior Notes due April 2023 (the “2023 Senior Notes” and together with the 2019 Senior Notes and 2021 Senior Notes, the “Whiting Senior Notes”). The Company used the net proceeds from this issuance to repay a portion of the debt outstanding under its credit agreement. The estimated fair value of the 2023 Senior Notes was $743 million as of March 31, 2015. The fair value is based on quoted market prices for this debt security, and such fair values are therefore designated as Level 1 within the valuation hierarchy. | |||||||
Convertible Senior Notes—In March 2015, the Company issued at par $1,250 million of 1.25% Convertible Senior Notes due April 2020 (the “Convertible Senior Notes”) for net proceeds of $1.2 billion, net of initial purchasers’ fees of $25 million. The Company used the net proceeds from this issuance to repay a portion of the debt outstanding under its credit agreement. The notes will mature on April 1, 2020 unless earlier converted in accordance with their terms. | |||||||
The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Convertible Senior Notes in cash upon conversion. Prior to January 1, 2020, the Convertible Senior Notes will be convertible only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Senior Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after January 1, 2020, the Convertible Senior Notes will be convertible at any time until the second scheduled trading day immediately preceding the April 1, 2020 maturity date of the notes. The notes will be convertible at an initial conversion rate of 25.6410 shares of Whiting’s common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $39.00. The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Senior Notes in connection with such corporate event. As of March 31, 2015, none of the contingent conditions allowing holders of the Convertible Senior Notes to convert these notes had been met. | |||||||
Upon issuance, the Company separately accounted for the liability and equity components of the Convertible Senior Notes. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the Convertible Senior Notes and the estimated fair value of the liability component was recorded as a debt discount and will be amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.61% per annum. The fair value of the Convertible Senior Notes as of the issuance date was estimated at $1.0 billion, resulting in a debt discount at inception of $238 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the Convertible Senior Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital within shareholders’ equity, and will not be remeasured as long as it continues to meet the conditions for equity classification. | |||||||
Transaction costs related to the Convertible Senior Notes issuance were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded within debt issuance costs on the consolidated balance sheet and are being amortized to expense over the term of the notes using the effective interest method. Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within shareholders’ equity. | |||||||
The Convertible Senior Notes consist of the following at March 31, 2015 (in thousands): | |||||||
Liability component: | |||||||
Principal | $ | 1,250,000 | |||||
Less: note discount | -237,043 | ||||||
Net carrying value | $ | 1,012,957 | |||||
Equity component (1) | $ | 237,500 | |||||
-1 | Recorded in additional paid-in capital, net of $5 million of issuance costs and $88 million of deferred taxes. | ||||||
The estimated fair value of the Convertible Senior Notes was $1.3 billion as of March 31, 2015. The fair value is based on quoted market prices for this debt security, and such fair value is therefore designated as Level 1 within the valuation hierarchy. | |||||||
Interest expense recognized on the Convertible Senior Notes related to the stated interest rate and amortization of the debt discount totaled $1 million for the three months ended March 31, 2015. | |||||||
The Whiting Senior Notes and the Convertible Senior Notes are unsecured obligations of Whiting Petroleum Corporation and the Kodiak Notes are unsecured obligations of Whiting US Holding Company, and these unsecured obligations are subordinated to all of the Company’s secured indebtedness, which consists of Whiting Oil and Gas’ credit agreement. The 2018 Senior Subordinated Notes are also unsecured obligations of Whiting Petroleum Corporation and are subordinated to all of the Company’s senior debt, which currently consists of the Whiting Senior Notes, the Convertible Senior Notes, the Kodiak Notes and Whiting Oil and Gas’ credit agreement. | |||||||
The Company’s obligations under the 2018 Senior Subordinated Notes, the Whiting Senior Notes and the Convertible Senior Notes are fully and unconditionally guaranteed by the Company’s wholly-owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the “Guarantors”). Any subsidiaries other than these Guarantors are minor subsidiaries as defined by Rule 3-10(h)(6) of Regulation S‑X of the SEC. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in its consolidated subsidiaries. | |||||||
ASSET_RETIREMENT_OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended | |||
Mar. 31, 2015 | ||||
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
ASSET RETIREMENT OBLIGATIONS | 5. ASSET RETIREMENT OBLIGATIONS | |||
The Company’s asset retirement obligations represent the present value of estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and land restoration (including removal of certain onshore and offshore facilities in California) in accordance with applicable local, state and federal laws. The Company follows FASB ASC Topic 410, Asset Retirement and Environmental Obligations, to determine its asset retirement obligation amounts by calculating the present value of the estimated future cash outflows associated with its plug and abandonment obligations. The current portions at March 31, 2015 and December 31, 2014 were $10 million and $12 million, respectively, and have been included in accrued liabilities and other. Revisions to the liability typically occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. The following table provides a reconciliation of the Company’s asset retirement obligations for the three months ended March 31, 2015 (in thousands): | ||||
Asset retirement obligation at January 1, 2015 | $ | 179,931 | ||
Additional liability incurred | 5,067 | |||
Revisions to estimated cash flows | 2,597 | |||
Accretion expense | 9,192 | |||
Obligations on sold properties | -2,532 | |||
Liabilities settled | -1,461 | |||
Asset retirement obligation at March 31, 2015 | $ | 192,794 | ||
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | 6. DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||
The Company is exposed to certain risks relating to its ongoing business operations, and Whiting uses derivative instruments to manage its commodity price risk. Whiting follows FASB ASC Topic 815, Derivatives and Hedging, to account for its derivative financial instruments. | ||||||||||||
Commodity Derivative Contracts—Historically, prices received for crude oil and natural gas production have been volatile because of seasonal weather patterns, supply and demand factors, worldwide political factors and general economic conditions. Whiting enters into derivative contracts such as costless collars, swaps and fixed-differential contracts to achieve a more predictable cash flow by reducing its exposure to commodity price volatility. Commodity derivative contracts are thereby used to ensure adequate cash flow to fund the Company’s capital programs and to manage returns on acquisitions and drilling programs. The Company does not enter into derivative contracts for speculative or trading purposes. | ||||||||||||
Crude Oil Costless Collars and Swaps. Costless collars are designed to establish floor and ceiling prices on anticipated future oil or gas production, while swaps are designed to establish a fixed price for anticipated future oil or gas production. While the use of these derivative instruments limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. | ||||||||||||
The table below details the Company’s costless collar and swap derivatives entered into to hedge forecasted crude oil production revenues as of April 23, 2015. | ||||||||||||
Whiting Petroleum Corporation | ||||||||||||
Derivative | Contracted Crude | Weighted Average NYMEX Price | ||||||||||
Instrument | Period | Oil Volumes (Bbl) | Collar Ranges for Crude Oil (per Bbl) | |||||||||
Three-way collars (1) | Apr - Dec 2015 | 6,900,000 | $45.43 - $56.09 - $72.96 | |||||||||
Jan - Dec 2016 | 12,000,000 | $43.25 - $53.25 - $74.57 | ||||||||||
Collars | Apr - Dec 2015 | 1,282,500 | $51.78 - $58.34 | |||||||||
Jan - Dec 2016 | 3,000,000 | $51.00 - $63.48 | ||||||||||
Jan - Dec 2017 | 3,000,000 | $53.00 - $70.44 | ||||||||||
Swaps | Apr - Dec 2015 | 4,349,460 | $70.91 | |||||||||
Jan - Dec 2016 | 3,600,000 | $56.11 | ||||||||||
Total | 34,131,960 | |||||||||||
-1 | A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes a maximum price (ceiling) Whiting will receive for the volumes under contract. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be NYMEX plus the difference between the purchased put and the sold put strike price. | |||||||||||
Fixed-differential Crude Oil Contracts. The Company has entered into two long-term crude oil sales and delivery contracts for oil volumes produced from its Redtail field in Colorado. Under the terms of these agreements, Whiting has committed to deliver certain fixed volumes of crude oil from 2015 through 2020 at a price equal to NYMEX less the fixed differentials specified in the agreements. The Company determined that it was not probable that future oil production from its Redtail field would be sufficient to meet the minimum volume requirements specified in these contracts, and accordingly, that the Company would not settle these contracts through physical delivery of crude oil volumes. As a result, Whiting determined that these contracts would not qualify for the “normal purchase normal sale” exclusion, and has therefore reflected them at fair value in the consolidated financial statements. As of March 31, 2015, the estimated fair value of these derivative contracts was an asset of $36 million. | ||||||||||||
Embedded Commodity Derivative Contract—In May 2011, Whiting entered into a long-term contract to purchase CO2 for use in its EOR project that is being carried out at its North Ward Estes field in Texas. This contract contained a price adjustment clause that was linked to changes in NYMEX crude oil prices. The Company had determined that the portion of this contract linked to NYMEX oil prices was not clearly and closely related to the host contract, and the Company therefore bifurcated this embedded pricing feature from its host contract and reflected it at fair value in the consolidated financial statements. This contract has been terminated, and the fair value of its embedded derivative was zero at December 31, 2014. | ||||||||||||
Derivative Instrument Reporting—All derivative instruments are recorded in the consolidated financial statements at fair value, other than derivative instruments that meet the “normal purchase normal sale” exclusion. The following table summarizes the effects of commodity derivative instruments on the consolidated statements of income for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||||||
(Gain) Loss Recognized in Income | ||||||||||||
Not Designated as | Three Months Ended March 31, | |||||||||||
ASC 815 Hedges | Income Statement Classification | 2015 | 2014 | |||||||||
Commodity contracts | Commodity derivative (gain) loss, net | $ | -9,851 | $ | 10,187 | |||||||
Embedded commodity contracts | Commodity derivative (gain) loss, net | - | 14,348 | |||||||||
Total | $ | -9,851 | $ | 24,535 | ||||||||
Offsetting of Derivative Assets and Liabilities. With each individual financial derivative counterparty, the Company typically has numerous hedge positions that span a several-month time period and that typically result in both fair value asset and liability positions held with that counterparty, which positions are all offset to a single fair value asset or liability amount at the end of each reporting period. The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The following tables summarize the location and fair value amounts of all derivative instruments in the consolidated balance sheets, as well as the gross recognized derivative assets, liabilities and amounts offset in the consolidated balance sheets (in thousands): | ||||||||||||
March 31, 2015 (1) | ||||||||||||
Net | ||||||||||||
Gross | Recognized | |||||||||||
Recognized | Gross | Fair Value | ||||||||||
Not Designated as | Assets/ | Amounts | Assets/ | |||||||||
ASC 815 Hedges | Balance Sheet Classification | Liabilities | Offset | Liabilities | ||||||||
Derivative assets: | ||||||||||||
Commodity contracts - current | Derivative assets | $ | 154,257 | $ | -43,939 | $ | 110,318 | |||||
Commodity contracts - non-current | Other long-term assets | 86,371 | -56,372 | 29,999 | ||||||||
Total derivative assets | $ | 240,628 | $ | -100,311 | $ | 140,317 | ||||||
Derivative liabilities: | ||||||||||||
Commodity contracts - current | Accrued liabilities and other | $ | 43,939 | $ | -43,939 | $ | - | |||||
Commodity contracts - non-current | Other long-term liabilities | 56,372 | -56,372 | - | ||||||||
Total derivative liabilities | $ | 100,311 | $ | -100,311 | $ | - | ||||||
December 31, 2014 (1) | ||||||||||||
Net | ||||||||||||
Gross | Recognized | |||||||||||
Recognized | Gross | Fair Value | ||||||||||
Not Designated as | Assets/ | Amounts | Assets/ | |||||||||
ASC 815 Hedges | Balance Sheet Classification | Liabilities | Offset | Liabilities | ||||||||
Derivative assets: | ||||||||||||
Commodity contracts - current | Derivative assets | $ | 154,329 | $ | -18,752 | $ | 135,577 | |||||
Commodity contracts - non-current | Other long-term assets | 45,459 | - | 45,459 | ||||||||
Total derivative assets | $ | 199,788 | $ | -18,752 | $ | 181,036 | ||||||
Derivative liabilities: | ||||||||||||
Commodity contracts - current | Accrued liabilities and other | $ | 18,752 | $ | -18,752 | $ | - | |||||
Total derivative liabilities | $ | 18,752 | $ | -18,752 | $ | - | ||||||
-1 | Because counterparties to the Company’s financial derivative contracts are lenders under Whiting Oil and Gas’ credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in the tables above. | |||||||||||
Contingent Features in Financial Derivative Instruments. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s financial derivative contracts are high credit-quality financial institutions that are lenders under Whiting’s credit agreement. The Company uses only credit agreement participants to hedge with, since these institutions are secured equally with the holders of Whiting’s bank debt, which eliminates the potential need to post collateral when Whiting is in a derivative liability position. As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations. | ||||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||
FAIR VALUE MEASUREMENTS | 7. FAIR VALUE MEASUREMENTS | ||||||||||||
Cash and cash equivalents, accounts receivable and payable are carried at cost, which approximates their fair value because of the short-term maturity of these instruments. The Company’s credit agreement has a recorded value that approximates its fair value since its variable interest rate is tied to current market rates. The Company’s Senior Notes (including the Kodiak Notes), Convertible Senior Notes and Senior Subordinated Notes are recorded at cost, and the fair values of these instruments are included in the Long-Term Debt footnote. The Company’s derivative financial instruments are recorded at fair value and include a measure of the Company’s own nonperformance risk or that of its counterparties as appropriate. | |||||||||||||
The Company follows FASB ASC Topic 820, Fair Value Measurement and Disclosure, which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: | |||||||||||||
· | Level 1: Quoted Prices in Active Markets for Identical Assets – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||||||
· | Level 2: Significant Other Observable Inputs – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||||||
· | Level 3: Significant Unobservable Inputs – inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||||||||||||
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. | |||||||||||||
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands): | |||||||||||||
Total Fair Value | |||||||||||||
Level 1 | Level 2 | Level 3 | 31-Mar-15 | ||||||||||
Financial Assets | |||||||||||||
Commodity derivatives – current | $ | - | $ | 103,340 | $ | 6,978 | $ | 110,318 | |||||
Commodity derivatives – non-current | - | 1,191 | 28,808 | 29,999 | |||||||||
Total financial assets | $ | - | $ | 104,531 | $ | 35,786 | $ | 140,317 | |||||
Total Fair Value | |||||||||||||
Level 1 | Level 2 | Level 3 | 31-Dec-14 | ||||||||||
Financial Assets | |||||||||||||
Commodity derivatives – current | $ | - | $ | 127,506 | $ | 8,071 | $ | 135,577 | |||||
Commodity derivatives – non-current | - | - | 45,459 | 45,459 | |||||||||
Total financial assets | $ | - | $ | 127,506 | $ | 53,530 | $ | 181,036 | |||||
The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above: | |||||||||||||
Commodity Derivatives. Commodity derivative instruments consist mainly of costless collars and swap contracts for crude oil. The Company’s costless collars and swaps are valued based on an income approach. Both the option and swap models consider various assumptions, such as quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate. The Company utilizes its counterparties’ valuations to assess the reasonableness of its own valuations. | |||||||||||||
In addition, the Company has two long-term crude oil sales and delivery contracts, whereby it has committed to deliver certain fixed volumes of crude oil at a price equal to NYMEX less the fixed differentials specified in the agreement. Whiting has determined that the contracts do not meet the “normal purchase normal sale” exclusion, and has therefore reflected these contracts at fair value in its consolidated financial statements. These commodity derivatives are valued based on an income approach, which considers various assumptions, including quoted forward prices for commodities, market differentials for crude oil, U.S. Treasury rates and either the Company’s or the counterparty’s nonperformance risk, as appropriate. | |||||||||||||
The assumptions used in the valuation of the fixed-differential contracts include certain market differential metrics that are unobservable during the term of the contracts. Such unobservable inputs are significant to the contract valuation methodology, and the contracts’ fair values are therefore designated as Level 3 within the valuation hierarchy. | |||||||||||||
Embedded Commodity Derivatives. The Company had a long-term CO2 purchase contract, which had a price adjustment clause linked to changes in NYMEX crude oil prices. Whiting determined that the portion of this contract linked to NYMEX oil prices was not clearly and closely related to its corresponding host contract, and the Company therefore bifurcated this embedded pricing feature from the host contract and reflected it at fair value in its consolidated financial statements. The assumptions used in the CO2 contract valuation, which was based on the income approach, included certain oil price metrics that were unobservable during the term of the contract. Such unobservable oil price inputs were significant to the CO2 contract valuation methodology, and the contract’s fair value was therefore designated as Level 3 within the valuation hierarchy. The Company terminated this CO2 purchase contract, and its embedded derivative had a fair value of zero as of December 31, 2014. | |||||||||||||
Level 3 Fair Value Measurements. A third-party valuation specialist is utilized to determine the fair value of the commodity derivative instruments designated as Level 3. The Company reviews these valuations (including the related model inputs and assumptions) and analyzes changes in fair value measurements between periods. The Company corroborates such inputs, calculations and fair value changes using various methodologies, and reviews unobservable inputs for reasonableness utilizing relevant information from other published sources. | |||||||||||||
The following table presents a reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy for the three months ended March 31, 2015 and 2014 (in thousands): | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Fair value asset, beginning of period | $ | 53,530 | $ | 36,416 | |||||||||
Unrealized losses on commodity derivative contracts included in earnings (1) | -17,744 | -14,348 | |||||||||||
Transfers into (out of) Level 3 | - | - | |||||||||||
Fair value asset, end of period | $ | 35,786 | $ | 22,068 | |||||||||
-1 | Included in commodity derivative (gain) loss, net in the consolidated statements of income. | ||||||||||||
Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s commodity derivative contracts designated as Level 3 are as follows: | |||||||||||||
Fair Value at | |||||||||||||
31-Mar-15 | Valuation | Unobservable | Amount | ||||||||||
(in thousands) | Technique | Input | (per Bbl) | ||||||||||
Commodity derivative contracts | $35,786 | Income approach | Market differential for crude oil | $5.51 | |||||||||
Sensitivity to Changes In Significant Unobservable Inputs. As presented above, the significant unobservable inputs used in the fair value measurement of Whiting’s commodity derivative contracts are the market differentials for crude oil over the term of the contracts. Significant increases (decreases) in these unobservable inputs in isolation would result in a significantly higher (lower) fair value asset measurement. | |||||||||||||
Nonrecurring Fair Value Measurements. The Company applies the provisions of the fair value measurement standard to its nonrecurring, non-financial measurements, including proved oil and gas property impairments. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. The Company did not recognize any impairment write-downs with respect to its proved oil and gas or CO2 properties during the 2015 or 2014 reporting periods presented. | |||||||||||||
DEFERRED_COMPENSATION
DEFERRED COMPENSATION | 3 Months Ended |
Mar. 31, 2015 | |
DEFERRED COMPENSATION [Abstract] | |
DEFERRED COMPENSATION | 8. DEFERRED COMPENSATION |
Production Participation Plan—The Company had a Production Participation Plan (the “Plan”) in which all employees participated. On June 11, 2014, the Board of Directors of the Company terminated the Plan effective December 31, 2013. Prior to Plan termination, interests in oil and gas properties acquired, developed or sold during the year were allocated to the Plan on an annual basis as determined by the Compensation Committee of the Company’s Board of Directors. Once allocated, the interests (not legally conveyed) were fixed. Interest allocations prior to 1995 consisted of 2%‑3% overriding royalty interests. Interest allocations after 1995 were 1.75%‑5% of oil and gas sales less lease operating expenses and production taxes. | |
Employees vested in the Plan ratably at 20% per year over a five-year period. However, pursuant to the terms of the Plan, upon Plan termination all employees fully vested, and the Company is required to distribute to each Plan participant an amount, based upon the valuation method set forth in the Plan, in a lump sum payment twelve months after the date of termination. This distribution includes the value of proved undeveloped oil and gas properties (“PUDs”) awarded upon Plan termination and is based on forecasted commodity prices for crude oil, NGLs and natural gas as of December 31, 2013. In January 2015, a portion of the amount due to Plan participants representing a regular distribution under the Plan was paid totaling $41 million. The remaining fully vested amount due to Plan participants totals $72 million and has been reflected as a current payable, as it will be distributed to Plan participants in June 2015. | |
Accrued compensation expense under the Plan for the three months ended March 31, 2014 amounted to $11 million charged to general and administrative expense and $1 million charged to exploration expense. | |
Prior to Plan termination, the Company recorded non-cash changes in the present value of estimated future payments under the Plan as a separate line item in the consolidated statements of income. | |
SHAREHOLDERS_EQUITY_AND_NONCON
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST [Abstract] | |||||||||||
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | 9. SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST | ||||||||||
Common Stock Offering—In March 2015, the Company completed a public offering of its common stock, selling 35,000,000 shares of common stock at a price of $30.00 per share and providing net proceeds of approximately $1.0 billion after underwriter’s fees. In addition, the Company granted the underwriter a 30-day option to purchase up to an additional 5,250,000 shares of common stock. On April 1, 2015, the underwriter exercised its right to purchase an additional 2,000,000 shares of common stock, providing additional net proceeds of $61 million. The Company used the net proceeds from these offerings to repay a portion of the debt outstanding under its credit agreement, as well as for general corporate purposes. | |||||||||||
Equity Incentive Plan—At the Company’s 2013 Annual Meeting held on May 7, 2013, shareholders approved the Whiting Petroleum Corporation 2013 Equity Incentive Plan (the “2013 Equity Plan”), which replaced the Whiting Petroleum Corporation 2003 Equity Incentive Plan (the “2003 Equity Plan”) and includes the authority to issue 5,300,000 shares of the Company’s common stock. Upon shareholder approval of the 2013 Equity Plan, the 2003 Equity Plan was terminated. The 2003 Equity Plan continues to govern awards that were outstanding as of the date of its termination, which remain in effect pursuant to their terms. Any shares netted or forfeited after May 7, 2013 under the 2003 Equity Plan will be available for future issuance under the 2013 Equity Plan. Under the 2013 Equity Plan, no employee or officer participant may be granted options for more than 600,000 shares of common stock, stock appreciation rights relating to more than 600,000 shares of common stock, or more than 300,000 shares of restricted stock during any calendar year. On December 8, 2014, the Company increased the number of shares issuable under the 2013 Equity Plan by 978,161 shares to accommodate for the conversion of Kodiak’s outstanding equity awards to Whiting equity awards upon closing of the Kodiak Acquisition. Any shares netted or forfeited under this increased availability will be cancelled and will not be available for future issuance under the 2013 Equity Plan. As of March 31, 2015, 4,038,271 shares of common stock remained available for grant under the 2013 Equity Plan. | |||||||||||
For the three months ended March 31, 2015 and 2014, total stock compensation expense recognized for restricted share awards and stock options was $7 million during each period. | |||||||||||
Restricted Shares. The Company grants service-based restricted stock awards to executive officers and employees, which generally vest ratably over a three-year service period, and to directors, which generally vest over a one-year service period. In addition, the Company grants restricted stock awards to executive officers that are subject to market-based vesting criteria as well as a three-year service period. The Company uses historical data and projections to estimate expected employee behaviors related to restricted stock forfeitures. The expected forfeitures are then included as part of the grant date estimate of compensation cost. For service-based restricted stock awards, the grant date fair value is determined based on the closing bid price of the Company’s common stock on the grant date. | |||||||||||
In January 2015, 391,773 shares of restricted stock subject to certain market-based vesting criteria were granted to executive officers under the 2013 Equity Plan. These market-based awards cliff vest on the third anniversary of the grant date, and the number of shares that will vest at the end of that three-year performance period will be determined based on the rank of Whiting’s cumulative stockholder return compared to the stockholder return of a peer group of companies over the same three-year period. The number of shares earned could range from zero up to two times the number of shares initially granted. | |||||||||||
In January 2014, 750,681 shares of restricted stock subject to certain market-based vesting criteria in addition to the standard three-year service condition were granted to executive officers under the 2013 Equity Plan. Vesting each year is subject to the condition that Whiting’s stock price increases by a greater percentage (or decreases by a lesser percentage) than the average percentage increase (or decrease, respectively) of the stock prices of a peer group of companies. The market-based conditions must be met in order for the stock awards to vest, and it is therefore possible that no shares could vest in one or more of the three-year vesting periods. | |||||||||||
The Company recognizes compensation expense for all awards subject to market conditions regardless of whether it becomes probable that these conditions will be achieved or not, and compensation expense is not reversed if vesting does not actually occur. | |||||||||||
For the awards subject to market conditions, the grant date fair value was estimated using a Monte Carlo valuation model. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of Whiting’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing the market-based restricted shares were as follows: | |||||||||||
2015 | 2014 | ||||||||||
Number of simulations | 2,500,000 | 65,000 | |||||||||
Expected volatility | 40.30% | 42.30% | |||||||||
Risk-free interest rate | 0.99% | 0.86% | |||||||||
Dividend yield | - | - | |||||||||
The grant date fair value of the market-based restricted stock as determined by the Monte Carlo valuation model was $33.25 per share and $26.59 per share in January 2015 and 2014, respectively. | |||||||||||
The following table shows a summary of the Company’s nonvested restricted stock as of March 31, 2015, as well as activity during the three months then ended: | |||||||||||
Weighted Average | |||||||||||
Number | Grant Date | ||||||||||
of Shares | Fair Value | ||||||||||
Restricted stock awards nonvested, January 1, 2015 | 1,456,868 | $ | 31.16 | ||||||||
Granted | 1,175,148 | 31.72 | |||||||||
Vested | -128,443 | 51.90 | |||||||||
Forfeited | -141,545 | 29.47 | |||||||||
Restricted stock awards nonvested, March 31, 2015 | 2,362,028 | $ | 30.41 | ||||||||
As of March 31, 2015, there was $41 million of total unrecognized compensation cost related to unvested restricted stock granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 2.5 years. | |||||||||||
Stock Options. Stock options may be granted to certain executive officers of the Company with exercise prices equal to the closing market price of the Company’s common stock on the grant date. There were no stock options granted under either the 2003 Equity Plan or the 2013 Equity Plan during the first quarter of 2015. The Company’s stock options vest ratably over a three-year service period from the grant date and are exercisable immediately upon vesting through the tenth anniversary of the grant date. | |||||||||||
The following table shows a summary of the Company’s stock options outstanding as of March 31, 2015 as well as activity during the three months then ended: | |||||||||||
Weighted | |||||||||||
Average | |||||||||||
Weighted | Aggregate | Remaining | |||||||||
Average | Intrinsic | Contractual | |||||||||
Number of | Exercise Price | Value | Term | ||||||||
Options | per Share | (in thousands) | (in years) | ||||||||
Options outstanding at January 1, 2015 | 968,393 | $ | 41.09 | ||||||||
Granted | - | - | |||||||||
Exercised | -145,642 | 20.62 | $ | 1,947.7 | |||||||
Forfeited or expired | -145,571 | 53.77 | |||||||||
Options outstanding at March 31, 2015 | 677,180 | $ | 42.76 | $ | 2,981.0 | 6.4 | |||||
Options vested and expected to vest at March 31, 2015 | 640,870 | $ | 42.29 | $ | 2,927.4 | 6.3 | |||||
Options exercisable at March 31, 2015 | 566,557 | $ | 39.81 | $ | 2,981.0 | 6.0 | |||||
Noncontrolling Interest—The Company’s noncontrolling interest represents an unrelated third party’s 25% ownership interest in Sustainable Water Resources, LLC. The table below summarizes the activity for the equity attributable to the noncontrolling interest (in thousands): | |||||||||||
Three Months Ended | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Balance at January 1 | $ | 8,070 | $ | 8,132 | |||||||
Net loss | -17 | -18 | |||||||||
Balance at March 31 | $ | 8,053 | $ | 8,114 | |||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10. INCOME TAXES |
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three months ended March 31, 2015 and 2014 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 35% to pre-tax income primarily because of state income taxes and estimated permanent differences. | |
The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
EARNINGS PER SHARE [Abstract] | |||||||
EARNINGS PER SHARE | 11. EARNINGS PER SHARE | ||||||
The reconciliations between basic and diluted earnings per share are as follows (in thousands, except per share data): | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Basic Earnings (Loss) Per Share | |||||||
Numerator: | |||||||
Net income (loss) available to common shareholders, basic | $ | -106,111 | $ | 109,069 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 168,990 | 118,923 | |||||
Diluted Earnings (Loss) Per Share | |||||||
Numerator: | |||||||
Net income (loss) available to common shareholders, basic | $ | -106,111 | $ | 109,069 | |||
Adjusted net income (loss) available to common shareholders, diluted | $ | -106,111 | $ | 109,069 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 168,990 | 118,923 | |||||
Restricted stock and stock options | - | 1,008 | |||||
Weighted average shares outstanding, diluted | 168,990 | 119,931 | |||||
Earnings (loss) per common share, basic | $ | -0.63 | $ | 0.92 | |||
Earnings (loss) per common share, diluted | $ | -0.63 | $ | 0.91 | |||
During the first quarter of 2015, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 237,546 shares of restricted stock and 117,263 stock options. In addition, the diluted earnings per share calculation for the three months ended March 31, 2015 excludes (i) the dilutive effect of 755,528 incremental shares of restricted stock that did not meet its market-based vesting criteria as of March 31, 2015 and (ii) the anti-dilutive effect of 326,219 common shares for stock options that were out-of-the-money. For the three months ended March 31, 2014, the diluted earnings per share calculation excludes the dilutive effect of 32,356 incremental shares of restricted stock that did not meet its market-based vesting criteria. | |||||||
As discussed in the Long-Term Debt footnote, the Company has Convertible Senior Notes whereby it has the option to settle the conversion of such notes with cash, shares of common stock or any combination thereof. The Company’s intent is to settle the principal amount of the Convertible Senior Notes in cash upon conversion. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the notes (the “conversion spread”) is considered in the diluted earnings per share computation under the treasury stock method. As of March 31, 2015, the conversion value did not exceed the principal amount of the notes, and accordingly, there was no impact to diluted earnings per share for that period. | |||||||
ADOPTED_AND_RECENTLY_ISSUED_AC
ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS [Abstract] | |
ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12. ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The objective of ASU 2015-03 is to simplify the presentation of debt issuance costs in financial statements by presenting such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and should be applied retrospectively. Early adoption is permitted. The adoption of this standard will not have an impact on the Company’s consolidated financial statements, other than balance sheet reclassifications. | |
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”). The objective of ASU 2014-15 is to provide guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. This standard is not expected to have an impact on the Company’s consolidated financial statements. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014‑09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASU 2014‑09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014‑09, but the standard is not expected to have a significant effect on its consolidated financial statements. | |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | 13. SUBSEQUENT EVENTS |
In conjunction with the Company’s common stock offering in March 2015, on April 1, 2015, the underwriter exercised its right to purchase an additional 2,000,000 shares of common stock, providing additional net proceeds of $61 million. The Company used the net proceeds from this offering for general corporate purposes. Refer to the Shareholders’ Equity and Noncontrolling Interest footnote for more information. | |
On April 1, 2015, Whiting provided notice to bondholders that it exercised its right to redeem at 101% of par all of the remaining aggregate principal amount of the 2021 Kodiak Notes and the 2022 Kodiak Notes outstanding on May 1, 2015. Refer to the Long-Term Debt footnote for more information. | |
On April 15, 2015, the Company completed the sale of its interests in certain producing oil and gas wells, effective May 1, 2015, for a cash purchase price of $108 million (subject to post-closing adjustments). The properties are located in 187 fields across 14 states, and predominately consist of assets that were previously included in the underlying properties of Whiting USA Trust I. | |
On April 27, 2015, Whiting Oil and Gas entered into an amendment to its credit agreement to reaffirm the existing $4.5 billion borrowing base in connection with the May 1, 2015 regular redetermination, as well as to modify certain financial covenants contained in the agreement. Refer to the Long-Term Debt footnote for more information. | |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements—The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I (“Trust I”) pursuant to Whiting’s 15.8% ownership interest in Trust I. On January 28, 2015, the net profits interest that Whiting conveyed to Trust I terminated as a result of 9.11 MMBOE (which amount is equivalent to 8.20 MMBOE attributable to the 90% net profits interest) having been produced and sold from the underlying properties. Upon termination, the net profits interest in the underlying properties reverted back to Whiting. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s 2014 Annual Report on Form 10-K. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in Whiting’s 2014 Annual Report on Form 10‑K. |
Earnings Per Share | Earnings Per Share—Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt, all using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of unvested restricted shares or the assumed exercise of stock options (i.e. hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. In addition, to the extent the conversion value of the convertible debt exceeds the aggregate principal amount of the notes, such conversion spread is included in the diluted earnings per share computation under the treasury stock method. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. |
OIL_AND_GAS_PROPERTIES_Tables
OIL AND GAS PROPERTIES (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
OIL AND GAS PROPERTIES [Abstract] | |||||||
Net capitalized costs related to oil and gas producing activities | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Proved leasehold costs | $ | 3,735,347 | $ | 3,637,026 | |||
Unproved leasehold costs | 1,104,365 | 1,232,040 | |||||
Costs of completed wells and facilities | 10,147,423 | 9,319,808 | |||||
Wells and facilities in progress | 693,692 | 760,828 | |||||
Total oil and gas properties, successful efforts method | 15,680,827 | 14,949,702 | |||||
Accumulated depletion | -3,256,084 | -3,003,270 | |||||
Oil and gas properties, net | $ | 12,424,743 | $ | 11,946,432 | |||
ACQUISITIONS_AND_DIVESTITURES_
ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
ACQUISITIONS AND DIVESTITURES [Abstract] | ||||
Assets acquired and liabilities assumed | ||||
Consideration: | ||||
Fair value of Whiting’s common stock issued (1) | $ | 1,771,094 | ||
Fair value of Kodiak restricted stock units assumed by Whiting (2) | 9,596 | |||
Fair value of Kodiak options assumed by Whiting | 7,523 | |||
Total consideration | $ | 1,788,213 | ||
Fair value of liabilities assumed: | ||||
Accounts payable trade | $ | 18,390 | ||
Accrued capital expenditures | 104,509 | |||
Revenues and royalties payable | 57,423 | |||
Accrued liabilities and other | 45,695 | |||
Taxes payable | 12,676 | |||
Accrued interest | 18,070 | |||
Current deferred tax liability | 30,279 | |||
Long-term debt | 2,500,875 | |||
Asset retirement obligations | 8,646 | |||
Other long-term liabilities | 15,735 | |||
Amount attributable to liabilities assumed | $ | 2,812,298 | ||
Fair value of assets acquired: | ||||
Cash and cash equivalents | $ | 18,879 | ||
Accounts receivable trade, net | 219,654 | |||
Derivative assets | 85,718 | |||
Prepaid expenses and other | 8,624 | |||
Oil and gas properties, successful efforts method: | ||||
Proved properties | 2,266,607 | |||
Unproved properties | 1,000,396 | |||
Other property and equipment | 11,347 | |||
Long-term deferred tax asset | 107,497 | |||
Other long-term assets | 6,113 | |||
Amount attributable to assets acquired | $ | 3,724,835 | ||
Goodwill | $ | 875,676 | ||
-1 | 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014) based on Kodiak’s 268,622,497 common shares outstanding at closing. | |||
-2 | 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5, 2014) based on Kodiak’s 1,455,409 restricted stock units held by employees as of December 8, 2014. | |||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
LONG-TERM DEBT [Abstract] | |||||||
Schedule of long-term debt | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Credit agreement | $ | - | $ | 1,400,000 | |||
6.5% Senior Subordinated Notes due 2018 | 350,000 | 350,000 | |||||
5% Senior Notes due 2019 | 1,100,000 | 1,100,000 | |||||
8.125% Senior Notes due 2019, including unamortized debt premium of $22,668 and $23,742, respectively | 820,218 | 823,742 | |||||
1.25% Convertible Senior Notes due 2020, including unamortized debt discount of $237,043 | 1,012,957 | - | |||||
5.75% Senior Notes due 2021, including unamortized debt premium of $3,012 and $3,180, respectively | 1,203,012 | 1,203,180 | |||||
5.5% Senior Notes due 2021, including unamortized debt premium of $0 and $867, respectively | 3,904 | 350,867 | |||||
5.5% Senior Notes due 2022, including unamortized debt premium of $0 and $993, respectively | 610 | 400,993 | |||||
6.25% Senior Notes due 2023 | 750,000 | - | |||||
Total debt | $ | 5,240,701 | $ | 5,628,782 | |||
Summary of margin rates and commitment fees | |||||||
Applicable | Applicable | ||||||
Margin for Base | Margin for | Commitment | |||||
Ratio of Outstanding Borrowings to Borrowing Base | Rate Loans | Eurodollar Loans | Fee | ||||
Less than 0.25 to 1.0 | 0.50% | 1.50% | 0.38% | ||||
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 | 0.75% | 1.75% | 0.38% | ||||
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 | 1.00% | 2.00% | 0.50% | ||||
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 | 1.25% | 2.25% | 0.50% | ||||
Greater than or equal to 0.90 to 1.0 | 1.50% | 2.50% | 0.50% | ||||
Schedule of convertible senior notes | |||||||
Liability component: | |||||||
Principal | $ | 1,250,000 | |||||
Less: note discount | -237,043 | ||||||
Net carrying value | $ | 1,012,957 | |||||
Equity component (1) | $ | 237,500 | |||||
-1 | Recorded in additional paid-in capital, net of $5 million of issuance costs and $88 million of deferred taxes. | ||||||
ASSET_RETIREMENT_OBLIGATIONS_T
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
ASSET RETIREMENT OBLIGATIONS [Abstract] | ||||
Schedule of reconciliation of the Company's asset retirement obligations | ||||
Asset retirement obligation at January 1, 2015 | $ | 179,931 | ||
Additional liability incurred | 5,067 | |||
Revisions to estimated cash flows | 2,597 | |||
Accretion expense | 9,192 | |||
Obligations on sold properties | -2,532 | |||
Liabilities settled | -1,461 | |||
Asset retirement obligation at March 31, 2015 | $ | 192,794 | ||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||
Schedule of effects of commodity derivative instruments | ||||||||||||
(Gain) Loss Recognized in Income | ||||||||||||
Not Designated as | Three Months Ended March 31, | |||||||||||
ASC 815 Hedges | Income Statement Classification | 2015 | 2014 | |||||||||
Commodity contracts | Commodity derivative (gain) loss, net | $ | -9,851 | $ | 10,187 | |||||||
Embedded commodity contracts | Commodity derivative (gain) loss, net | - | 14,348 | |||||||||
Total | $ | -9,851 | $ | 24,535 | ||||||||
Location and fair value of derivative instruments | ||||||||||||
March 31, 2015 (1) | ||||||||||||
Net | ||||||||||||
Gross | Recognized | |||||||||||
Recognized | Gross | Fair Value | ||||||||||
Not Designated as | Assets/ | Amounts | Assets/ | |||||||||
ASC 815 Hedges | Balance Sheet Classification | Liabilities | Offset | Liabilities | ||||||||
Derivative assets: | ||||||||||||
Commodity contracts - current | Derivative assets | $ | 154,257 | $ | -43,939 | $ | 110,318 | |||||
Commodity contracts - non-current | Other long-term assets | 86,371 | -56,372 | 29,999 | ||||||||
Total derivative assets | $ | 240,628 | $ | -100,311 | $ | 140,317 | ||||||
Derivative liabilities: | ||||||||||||
Commodity contracts - current | Accrued liabilities and other | $ | 43,939 | $ | -43,939 | $ | - | |||||
Commodity contracts - non-current | Other long-term liabilities | 56,372 | -56,372 | - | ||||||||
Total derivative liabilities | $ | 100,311 | $ | -100,311 | $ | - | ||||||
December 31, 2014 (1) | ||||||||||||
Net | ||||||||||||
Gross | Recognized | |||||||||||
Recognized | Gross | Fair Value | ||||||||||
Not Designated as | Assets/ | Amounts | Assets/ | |||||||||
ASC 815 Hedges | Balance Sheet Classification | Liabilities | Offset | Liabilities | ||||||||
Derivative assets: | ||||||||||||
Commodity contracts - current | Derivative assets | $ | 154,329 | $ | -18,752 | $ | 135,577 | |||||
Commodity contracts - non-current | Other long-term assets | 45,459 | - | 45,459 | ||||||||
Total derivative assets | $ | 199,788 | $ | -18,752 | $ | 181,036 | ||||||
Derivative liabilities: | ||||||||||||
Commodity contracts - current | Accrued liabilities and other | $ | 18,752 | $ | -18,752 | $ | - | |||||
Total derivative liabilities | $ | 18,752 | $ | -18,752 | $ | - | ||||||
-1 | Because counterparties to the Company’s financial derivative contracts are lenders under Whiting Oil and Gas’ credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in the tables above. | |||||||||||
Whiting Petroleum Corporation [Member] | ||||||||||||
Derivative Financial Instruments [Line Items] | ||||||||||||
Derivative instruments | ||||||||||||
Whiting Petroleum Corporation | ||||||||||||
Derivative | Contracted Crude | Weighted Average NYMEX Price | ||||||||||
Instrument | Period | Oil Volumes (Bbl) | Collar Ranges for Crude Oil (per Bbl) | |||||||||
Three-way collars (1) | Apr - Dec 2015 | 6,900,000 | $45.43 - $56.09 - $72.96 | |||||||||
Jan - Dec 2016 | 12,000,000 | $43.25 - $53.25 - $74.57 | ||||||||||
Collars | Apr - Dec 2015 | 1,282,500 | $51.78 - $58.34 | |||||||||
Jan - Dec 2016 | 3,000,000 | $51.00 - $63.48 | ||||||||||
Jan - Dec 2017 | 3,000,000 | $53.00 - $70.44 | ||||||||||
Swaps | Apr - Dec 2015 | 4,349,460 | $70.91 | |||||||||
Jan - Dec 2016 | 3,600,000 | $56.11 | ||||||||||
Total | 34,131,960 | |||||||||||
-1 | A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes a maximum price (ceiling) Whiting will receive for the volumes under contract. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be NYMEX plus the difference between the purchased put and the sold put strike price. | |||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||
Fair value assets and liabilities measured on a recurring basis | |||||||||||||
Total Fair Value | |||||||||||||
Level 1 | Level 2 | Level 3 | 31-Mar-15 | ||||||||||
Financial Assets | |||||||||||||
Commodity derivatives – current | $ | - | $ | 103,340 | $ | 6,978 | $ | 110,318 | |||||
Commodity derivatives – non-current | - | 1,191 | 28,808 | 29,999 | |||||||||
Total financial assets | $ | - | $ | 104,531 | $ | 35,786 | $ | 140,317 | |||||
Total Fair Value | |||||||||||||
Level 1 | Level 2 | Level 3 | 31-Dec-14 | ||||||||||
Financial Assets | |||||||||||||
Commodity derivatives – current | $ | - | $ | 127,506 | $ | 8,071 | $ | 135,577 | |||||
Commodity derivatives – non-current | - | - | 45,459 | 45,459 | |||||||||
Total financial assets | $ | - | $ | 127,506 | $ | 53,530 | $ | 181,036 | |||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Fair value asset, beginning of period | $ | 53,530 | $ | 36,416 | |||||||||
Unrealized losses on commodity derivative contracts included in earnings (1) | -17,744 | -14,348 | |||||||||||
Transfers into (out of) Level 3 | - | - | |||||||||||
Fair value asset, end of period | $ | 35,786 | $ | 22,068 | |||||||||
-1 | Included in commodity derivative (gain) loss, net in the consolidated statements of income. | ||||||||||||
Significant unobservable inputs used in the fair value measurement | |||||||||||||
Fair Value at | |||||||||||||
31-Mar-15 | Valuation | Unobservable | Amount | ||||||||||
(in thousands) | Technique | Input | (per Bbl) | ||||||||||
Commodity derivative contracts | $35,786 | Income approach | Market differential for crude oil | $5.51 | |||||||||
SHAREHOLDERS_EQUITY_AND_NONCON1
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST [Abstract] | |||||||||||
Assumption for valuing market based restricted shares | |||||||||||
2015 | 2014 | ||||||||||
Number of simulations | 2,500,000 | 65,000 | |||||||||
Expected volatility | 40.30% | 42.30% | |||||||||
Risk-free interest rate | 0.99% | 0.86% | |||||||||
Dividend yield | - | - | |||||||||
Summary of nonvested restricted stock | |||||||||||
Weighted Average | |||||||||||
Number | Grant Date | ||||||||||
of Shares | Fair Value | ||||||||||
Restricted stock awards nonvested, January 1, 2015 | 1,456,868 | $ | 31.16 | ||||||||
Granted | 1,175,148 | 31.72 | |||||||||
Vested | -128,443 | 51.90 | |||||||||
Forfeited | -141,545 | 29.47 | |||||||||
Restricted stock awards nonvested, March 31, 2015 | 2,362,028 | $ | 30.41 | ||||||||
Summary of stock options outstanding | |||||||||||
Weighted | |||||||||||
Average | |||||||||||
Weighted | Aggregate | Remaining | |||||||||
Average | Intrinsic | Contractual | |||||||||
Number of | Exercise Price | Value | Term | ||||||||
Options | per Share | (in thousands) | (in years) | ||||||||
Options outstanding at January 1, 2015 | 968,393 | $ | 41.09 | ||||||||
Granted | - | - | |||||||||
Exercised | -145,642 | 20.62 | $ | 1,947.7 | |||||||
Forfeited or expired | -145,571 | 53.77 | |||||||||
Options outstanding at March 31, 2015 | 677,180 | $ | 42.76 | $ | 2,981.0 | 6.4 | |||||
Options vested and expected to vest at March 31, 2015 | 640,870 | $ | 42.29 | $ | 2,927.4 | 6.3 | |||||
Options exercisable at March 31, 2015 | 566,557 | $ | 39.81 | $ | 2,981.0 | 6.0 | |||||
Schedule of noncontrolling interest | |||||||||||
Three Months Ended | |||||||||||
March 31, | |||||||||||
2015 | 2014 | ||||||||||
Balance at January 1 | $ | 8,070 | $ | 8,132 | |||||||
Net loss | -17 | -18 | |||||||||
Balance at March 31 | $ | 8,053 | $ | 8,114 | |||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
EARNINGS PER SHARE [Abstract] | |||||||
Reconciliations between basic and diluted earnings per share | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
Basic Earnings (Loss) Per Share | |||||||
Numerator: | |||||||
Net income (loss) available to common shareholders, basic | $ | -106,111 | $ | 109,069 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 168,990 | 118,923 | |||||
Diluted Earnings (Loss) Per Share | |||||||
Numerator: | |||||||
Net income (loss) available to common shareholders, basic | $ | -106,111 | $ | 109,069 | |||
Adjusted net income (loss) available to common shareholders, diluted | $ | -106,111 | $ | 109,069 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 168,990 | 118,923 | |||||
Restricted stock and stock options | - | 1,008 | |||||
Weighted average shares outstanding, diluted | 168,990 | 119,931 | |||||
Earnings (loss) per common share, basic | $ | -0.63 | $ | 0.92 | |||
Earnings (loss) per common share, diluted | $ | -0.63 | $ | 0.91 | |||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (Whiting USA Trust I [Member]) | 0 Months Ended | ||
Jan. 28, 2015 | Mar. 31, 2015 | Jan. 28, 2015 | |
MBoe | MBoe | ||
Whiting USA Trust I [Member] | |||
Consolidation disclosures | |||
Company retained ownership (as a percent) | 15.80% | ||
Termination of net profits interest, cumulative production from underlying properties (in MBOE) | 9,110 | ||
Proved producing reserves conveyed (in MBOE) | 8,200 | 8,200 | |
Entitled to receive percentage of net proceeds from sale of oil and gas production | 90.00% |
OIL_AND_GAS_PROPERTIES_Details
OIL AND GAS PROPERTIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
OIL AND GAS PROPERTIES [Abstract] | ||
Proved leasehold costs | $3,735,347 | $3,637,026 |
Unproved leasehold costs | 1,104,365 | 1,232,040 |
Costs of completed wells and facilities | 10,147,423 | 9,319,808 |
Wells and facilities in progress | 693,692 | 760,828 |
Total oil and gas properties, successful efforts method | 15,680,827 | 14,949,702 |
Accumulated depletion | -3,256,084 | -3,003,270 |
Oil and gas properties, net | $12,424,743 | $11,946,432 |
ACQUISITIONS_AND_DIVESTITURES_1
ACQUISITIONS AND DIVESTITURES (Narrative I) (Details) (USD $) | 0 Months Ended | |||
Dec. 08, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 05, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill | $875,676,000 | $875,676,000 | ||
Kodiak [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares exchanged per each share owned | 0.177 | |||
Total consideration | 1,788,213,000 | |||
Aggregate purchase price | 4,300,000,000 | |||
Outstanding debt | 2,500,000,000 | |||
Cash acquired from acquisition | 19,000,000 | |||
Gross acquisition area (in acres) | 327,000 | |||
Net acquisition area (in acres) | 178,000 | |||
Number of wells acquired | 778 | |||
Goodwill | $875,676,000 | |||
Kodiak [Member] | Wyoming And Colorado [Member] | ||||
Business Acquisition [Line Items] | ||||
Net acquisition area (in acres) | 10,000 | |||
Common Stock [Member] | Kodiak [Member] | ||||
Business Acquisition [Line Items] | ||||
Awards Assumed in Kodiak Acquisition (in shares) | 47,546,139 | |||
Closing price, per share | $37.25 |
ACQUISITIONS_AND_DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES (Narrative II) (Details) (Big Tex prospect properties [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 27, 2014 |
acre | |
Big Tex prospect properties [Member] | |
Acquisitions and divestitures [Line Items] | |
Gross acquisition area (in acres) | 49,900 |
Net acquisition area (in acres) | 41,000 |
Proceeds from sale | $76 |
Pre tax gain on Divestiture | $12 |
ACQUISITIONS_AND_DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES (Preliminary Consideration Transferred) (Details) (USD $) | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 08, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 05, 2014 | |
Business Acquisition [Line Items] | |||||
Unproved properties | $1,104,365 | $1,232,040 | |||
Goodwill | 875,676 | 875,676 | |||
Common stock, shares issued | 204,487,220 | 168,346,020 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Closing price, per share | $37.25 | ||||
Kodiak [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued | 1,455,409 | ||||
Kodiak [Member] | |||||
Business Acquisition [Line Items] | |||||
Total consideration | 1,788,213 | ||||
Accounts payable trade | 18,390 | ||||
Accrued capital expenditures | 104,509 | ||||
Revenues and royalties payable | 57,423 | ||||
Accrued liabilities and other | 45,695 | ||||
Taxes payable | 12,676 | ||||
Accrued interest | 18,070 | ||||
Current deferred tax liability | 30,279 | ||||
Long-term debt | 2,500,875 | ||||
Asset retirement obligations | 8,646 | ||||
Other long-term liabilities | 15,735 | ||||
Amount attributable to liabilities assumed | 2,812,298 | ||||
Cash and cash equivalents | 18,879 | ||||
Accounts receivable trade, net | 219,654 | ||||
Derivative assets | 85,718 | ||||
Prepaid expenses and other | 8,624 | ||||
Proved properties | 2,266,607 | ||||
Unproved properties | 1,000,396 | ||||
Other property and equipment | 11,347 | ||||
Long-term deferred tax asset | 107,497 | ||||
Other long-term assets | 6,113 | ||||
Amount attributable to assets acquired | 3,724,835 | ||||
Goodwill | 875,676 | ||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Awards Assumed in Kodiak Acquisition (in shares) | 257,601 | ||||
Common Stock [Member] | Kodiak [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued | 268,622,497 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Closing price, per share | $37.25 | ||||
Common Stock [Member] | Kodiak [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of Whitingbs common stock issued | 1,771,094 | [1] | |||
Common Stock [Member] | Kodiak [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of Whitingbs common stock issued | 9,596 | [2] | |||
Common Stock [Member] | Kodiak [Member] | Stock Option [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of Whitingbs common stock issued | $7,523 | ||||
Common Stock [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Awards Assumed in Kodiak Acquisition (in shares) | 47,546,139 | ||||
[1] | 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014) based on Kodiakbs 268,622,497 common shares outstanding at closing. | ||||
[2] | 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5, 2014) based on Kodiakbs 1,455,409 restricted stock units held by employees as of December 8, 2014. |
LONGTERM_DEBT_Credit_agreement
LONG-TERM DEBT (Credit agreement) (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | |
Whiting Oil and Gas Corporation [Member] | Credit Agreement [Member] | |||
Debt disclosures [Line Items] | |||
Maximum borrowing capacity of credit facility | $4,500,000,000 | ||
Maximum aggregate commitments | 3,500,000,000 | ||
Borrowing capacity of credit facility, net of letter of credit | 3,500,000,000 | ||
Outstanding borrowings under credit facility | 0 | ||
Letters of credit borrowings outstanding | 3,000,000 | ||
Portion of line of credit available for issuance of letters of credit | 100,000,000 | ||
Amount of revolving credit agreement available for additional letters of credit under the agreement | 97,000,000 | ||
Restricted net assets | 6,700,000,000 | ||
Retained earnings free from restrictions | 0 | ||
EBITDAX ratio (percentage) | 4 | ||
Minimum consolidated current assets to consolidated current liabilities ratio (percentage) | 1 | ||
Whiting Oil and Gas Corporation [Member] | Credit Agreement [Member] | Forecast [Member] | |||
Debt disclosures [Line Items] | |||
EBITDAX ratio (percentage) | 2.5 | ||
Whiting Oil and Gas Corporation [Member] | Credit Agreement [Member] | Base Rate [Member] | |||
Debt disclosures [Line Items] | |||
Basis points added to reference rate (as a percent) | 0.50% | ||
Variable interest rate basis | federal funds | ||
Whiting Oil and Gas Corporation [Member] | Credit Agreement [Member] | LIBOR [Member] | |||
Debt disclosures [Line Items] | |||
Basis points added to reference rate (as a percent) | 1.00% | ||
Variable interest rate basis | LIBOR | ||
Delayed Draw Facility [Member] | |||
Debt disclosures [Line Items] | |||
Maximum borrowing capacity of credit facility | $1,000,000,000 |
LONGTERM_DEBT_Schedule_of_long
LONG-TERM DEBT (Schedule of long-term debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2010 | Sep. 30, 2013 | Sep. 26, 2013 |
In Thousands, unless otherwise specified | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $5,240,701 | $5,628,782 | |||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,400,000 | ||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 350,000 | 350,000 | |||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% | |||
Senior Notes [Member] | 5% Senior Notes due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,100,000 | 1,100,000 | |||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | 5.00% | ||
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 820,218 | 823,742 | |||
Interest rate on debt instrument (as a percent) | 8.13% | 8.13% | |||
Unamortized debt premium | 22,668 | 23,742 | |||
Senior Notes [Member] | 5.75% Senior Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,203,012 | 1,203,180 | |||
Interest rate on debt instrument (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | |
Unamortized debt premium | 3,012 | 3,180 | |||
Senior Notes [Member] | 5.5% Senior Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 3,904 | 350,867 | |||
Interest rate on debt instrument (as a percent) | 5.50% | 5.50% | |||
Unamortized debt premium | 0 | 867 | |||
Senior Notes [Member] | 5.5% Senior Notes due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 610 | 400,993 | |||
Interest rate on debt instrument (as a percent) | 5.50% | 5.50% | |||
Unamortized debt premium | 0 | 993 | |||
Senior Notes [Member] | 6.25% Senior Notes due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 750,000 | ||||
Interest rate on debt instrument (as a percent) | 6.25% | ||||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,012,957 | ||||
Interest rate on debt instrument (as a percent) | 1.25% | ||||
Unamortized debt discount | $237,043 |
LONGTERM_DEBT_Summary_of_margi
LONG-TERM DEBT (Summary of margin rates and commitment fees) (Details) (Credit Agreement [Member], Whiting Oil and Gas Corporation [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Base Rate [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | federal funds |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | LIBOR |
Alternate variable interest rate basis | base loan rate |
Range, less than | 0.25 |
Commitment Fee (as a percent) | 0.38% |
Less than 0.25 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.50% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | LIBOR |
Alternate variable interest rate basis | base loan rate |
Range, greater than or equal to | 0.25 |
Range, less than | 0.5 |
Commitment Fee (as a percent) | 0.38% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.75% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.75% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | LIBOR |
Alternate variable interest rate basis | base loan rate |
Range, greater than or equal to | 0.5 |
Range, less than | 0.75 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.00% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.00% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | LIBOR |
Alternate variable interest rate basis | base loan rate |
Range, greater than or equal to | 0.75 |
Range, less than | 0.9 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.25% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.25% |
Greater than or equal to 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Variable interest rate basis | LIBOR |
Alternate variable interest rate basis | base loan rate |
Range, greater than or equal to | 0.9 |
Commitment Fee (as a percent) | 0.50% |
Greater than or equal to 0.90 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.50% |
Greater than or equal to 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.50% |
LONGTERM_DEBT_Senior_notes_and
LONG-TERM DEBT (Senior notes and senior subordinated notes) (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2015 | Mar. 06, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Sep. 30, 2010 | Sep. 30, 2013 | Sep. 26, 2013 | Dec. 08, 2014 | |
Debt disclosures [Line Items] | ||||||||
Accrued liabilities and other | $171,728,000 | $169,193,000 | ||||||
Loss on early extinguishment of debt | -5,589,000 | |||||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% | ||||||
Notes Issued | 350,000,000 | |||||||
Estimated fair value of Notes | 351,000,000 | 345,000,000 | ||||||
Senior Notes [Member] | 5% Senior Notes due 2019 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | 5.00% | |||||
Notes Issued | 1,100,000 | |||||||
Estimated fair value of Notes | 1,100,000,000 | 1,000,000,000 | ||||||
Senior Notes [Member] | 5.75% Senior Notes due 2021 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | ||||
Notes Issued | 800,000,000 | 400,000,000 | ||||||
Estimated fair value of Notes | 1,200,000,000 | 1,100,000,000 | ||||||
Premium as a percentage of par | 101.00% | |||||||
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 8.13% | 8.13% | ||||||
Notes Issued | 800,000,000 | |||||||
Estimated fair value of Notes | 833,000,000 | 824,000,000 | ||||||
Repurchase of notes | 2,475,000 | |||||||
Note balance at repurchase date | 2,000,000 | |||||||
Senior Notes [Member] | 5.5% Senior Notes due 2021 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 5.50% | 5.50% | ||||||
Notes Issued | 350,000,000 | |||||||
Estimated fair value of Notes | 4,000,000 | 351,000,000 | ||||||
Repurchase of notes | 349,557,000 | |||||||
Note balance at repurchase date | 346,000,000 | |||||||
Senior Notes [Member] | 5.5% Senior Notes due 2022 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 5.50% | 5.50% | ||||||
Notes Issued | 400,000,000 | |||||||
Estimated fair value of Notes | 1,000,000 | 401,000,000 | ||||||
Repurchase of notes | 403,384,000 | |||||||
Note balance at repurchase date | 399,000,000 | |||||||
Senior Notes [Member] | Repurchased Kodiak Notes [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Notes repurchased, principal amount | 1,550,000,000 | |||||||
Repurchase of notes | 760,000,000 | |||||||
Accrued liabilities and other | 5,000,000 | |||||||
Percentage of redemption price | 101.00% | 101.00% | ||||||
Loss on early extinguishment of debt | 6,000,000 | |||||||
Cash charge related to the redemption premium | 7,000,000 | |||||||
Non cash charges | 2,000,000 | |||||||
Senior Notes [Member] | 6.25% Senior Notes due 2023 [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Interest rate on debt instrument (as a percent) | 6.25% | |||||||
Notes Issued | 750,000,000 | |||||||
Estimated fair value of Notes | $743,000,000 | |||||||
Senior Notes [Member] | Subsequent Event 2 [Member] | Repurchased Kodiak Notes [Member] | ||||||||
Debt disclosures [Line Items] | ||||||||
Percentage of redemption price | 101.00% |
LONGTERM_DEBT_Convertible_seni
LONG-TERM DEBT (Convertible senior notes) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Debt Instrument [Line Items] | ||
Interest expense | $74,257,000 | $42,144,000 |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 1,250,000,000 | |
Interest rate on debt instrument (as a percent) | 1.25% | |
Net proceeds | 1,200,000,000 | |
Underwriter's fees | 25,000,000 | |
Debt maturity date | 1-Apr-20 | |
Principal amount per conversion ratio | 1,000 | |
Conversion ratio | 25.641 | |
Conversion price per $1,000 principal amount of notes | $39 | |
Debt, effective interest rate | 5.61% | |
Carrying value of convertible debt | 1,012,957,000 | |
Debt discount | 237,043,000 | |
Interest expense | $1,000,000 | |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes, Conversion Scenario 1 [Member] | ||
Debt Instrument [Line Items] | ||
Minimum days within 30 consecutive days of trading, where percent of conversion price exceed agreed upon percentage | 20 | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |
Minimum conversion price percentage used to determine settlement of conversion | 130.00% | |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes, Conversion Scenario 2 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instruments Convertible Threshold Consecutive Trading Days | 5 days | |
Period after measurement period used for convertible senior notes | 5 days | |
Principal amount per conversion ratio | 1,000 | |
Threshold percentage of product of stock price and conversion rate | 98.00% |
LONGTERM_DEBT_Schedule_of_conv
LONG-TERM DEBT (Schedule of convertible senior notes) (Details) (Convertible Senior Notes [Member], 1.25% Convertible Senior Notes due 2020 [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Instrument [Line Items] | ||
Principal | $1,250,000,000 | |
Less: note discount | -237,043,000 | |
Net carrying value | 1,012,957,000 | |
Equity component | 237,500,000 | [1] |
Debt Issuance Cost | 25,000,000 | |
Equity Component Of Convertible Senior Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt Issuance Cost | 5,000,000 | |
Equity component of convertible debt, deferred taxes | $88,000,000 | |
[1] | Recorded in additional paid-in capital, net of $5 million of issuance costs and $88 million of deferred taxes. |
ASSET_RETIREMENT_OBLIGATIONS_D
ASSET RETIREMENT OBLIGATIONS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Asset Retirement Obligations | ||
Asset retirement obligations, current portion | $10,000,000 | $12,000,000 |
Reconciliation of the Company's asset retirement obligations | ||
Balance at the beginning of the period | 179,931,000 | |
Additional liability incurred | 5,067,000 | |
Revisions in estimated cash flows | 2,597,000 | |
Accretion expense | 9,192,000 | |
Obligations on sold properties | -2,532,000 | |
Liabilities settled | -1,461,000 | |
Balance at the end of the period | $192,794,000 |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS (Derivative instruments) (Details) (Whiting Petroleum Corporation [Member], Crude oil [Member], Subsequent Event [Member]) | Apr. 23, 2015 | |
item | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 34,131,960 | |
Three-way collars [Member] | Apr - Dec 2015 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 6,900,000 | [1] |
Derivative, Floor Price (in dollars per Bbl) | 45.43 | [1] |
Derivative, Strike Price (in dollars per Bbl) | 56.09 | [1] |
Derivative, Cap Price (in dollars per Bbl) | 72.96 | [1] |
Three-way collars [Member] | Jan - Dec 2016 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 12,000,000 | [1] |
Derivative, Floor Price (in dollars per Bbl) | 43.25 | [1] |
Derivative, Strike Price (in dollars per Bbl) | 53.25 | [1] |
Derivative, Cap Price (in dollars per Bbl) | 74.57 | [1] |
Collars [Member] | Apr - Dec 2015 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 1,282,500 | |
Derivative, Floor Price (in dollars per Bbl) | 51.78 | |
Derivative, Cap Price (in dollars per Bbl) | 58.34 | |
Collars [Member] | Jan - Dec 2016 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 3,000,000 | |
Derivative, Floor Price (in dollars per Bbl) | 51 | |
Derivative, Cap Price (in dollars per Bbl) | 63.48 | |
Collars [Member] | Jan - Dec 2017 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 3,000,000 | |
Derivative, Floor Price (in dollars per Bbl) | 53 | |
Derivative, Cap Price (in dollars per Bbl) | 70.44 | |
Swap [Member] | Apr - Dec 2015 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 4,349,460 | |
Derivative, Swap Price (in dollars per Bbl) | 70.91 | |
Swap [Member] | Jan - Dec 2016 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | 3,600,000 | |
Derivative, Swap Price (in dollars per Bbl) | 56.11 | |
[1] | A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes a maximum price (ceiling) Whiting will receive for the volumes under contract. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be NYMEX plus the difference between the purchased put and the sold put strike price. |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENTS (Fixed-differential crude oil contracts) (Details) (Level 3 [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Level 3 [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
Fair value asset | $35,786 | $53,530 | $22,068 | $36,416 |
DERIVATIVE_FINANCIAL_INSTRUMEN4
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of effects of commodity derivative instruments) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | ($9,851) | $24,535 |
Not Designated as ASC 815 Hedges [Member] | ||
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | -9,851 | 24,535 |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | -9,851 | 10,187 |
Embedded commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||
Derivative Financial Instruments [Line Items] | ||
(Gain) Loss Recognized in Income | $14,348 |
DERIVATIVE_FINANCIAL_INSTRUMEN5
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, assets) (Details) (Not Designated as ASC 815 Hedges [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | $240,628 | [1] | $199,788 | [1] |
Gross Amounts Offset | -100,311 | [1] | -18,752 | [1] |
Total financial assets | 140,317 | [1] | 181,036 | [1] |
Commodity contracts [Member] | Derivative Assets [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | 154,257 | [1] | 154,329 | [1] |
Gross Amounts Offset | -43,939 | [1] | -18,752 | [1] |
Total financial assets | 110,318 | [1] | 135,577 | [1] |
Commodity contracts [Member] | Other Long-Term Assets [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | 86,371 | [1] | 45,459 | [1] |
Gross Amounts Offset | -56,372 | [1] | ||
Total financial assets | $29,999 | [1] | $45,459 | [1] |
[1] | Because counterparties to the Companybs financial derivative contracts are lenders under Whiting Oil and Gasb credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in the tables above. |
DERIVATIVE_FINANCIAL_INSTRUMEN6
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, liabilities) (Details) (Not Designated as ASC 815 Hedges [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Liabilities | $100,311 | [1] | $18,752 | [1] |
Gross Amounts Offset | -100,311 | [1] | -18,752 | [1] |
Total financial liabilities | [1] | [1] | ||
Commodity contracts [Member] | Accrued Liabilities And Other [Member] | ||||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Liabilities | 43,939 | [1] | 18,752 | [1] |
Gross Amounts Offset | -43,939 | [1] | -18,752 | [1] |
Total financial liabilities | [1] | [1] | ||
Commodity contracts [Member] | Other Long-Term Liabilities [Member] | ||||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Liabilities | 56,372 | [1] | ||
Gross Amounts Offset | -56,372 | [1] | ||
Total financial liabilities | [1] | |||
[1] | Because counterparties to the Companybs financial derivative contracts are lenders under Whiting Oil and Gasb credit agreement, which eliminates its need to post or receive collateral associated with its derivative positions, columns for cash collateral pledged or received have not been presented in the tables above. |
FAIR_VALUE_MEASUREMENTS_Fair_v
FAIR VALUE MEASUREMENTS (Fair value assets and liabilities measured on a recurring basis) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Financial Assets | ||
Financial assets - current | $110,318 | $135,577 |
Recurring Basis [Member] | ||
Financial Assets | ||
Total financial assets | 140,317 | 181,036 |
Recurring Basis [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 110,318 | 135,577 |
Financial assets - non-current | 29,999 | 45,459 |
Recurring Basis [Member] | Level 2 [Member] | ||
Financial Assets | ||
Total financial assets | 104,531 | 127,506 |
Recurring Basis [Member] | Level 2 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 103,340 | 127,506 |
Financial assets - non-current | 1,191 | |
Recurring Basis [Member] | Level 3 [Member] | ||
Financial Assets | ||
Total financial assets | 35,786 | 53,530 |
Recurring Basis [Member] | Level 3 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 6,978 | 8,071 |
Financial assets - non-current | $28,808 | $45,459 |
FAIR_VALUE_MEASUREMENTS_Reconc
FAIR VALUE MEASUREMENTS (Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy)(Details) (Level 3 [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Level 3 [Member] | ||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | ||||
Fair value asset, beginning of period | $53,530 | $36,416 | ||
Unrealized losses on commodity derivative contracts included in earnings | -17,744 | [1] | -14,348 | [1] |
Fair value asset, end of period | $35,786 | $22,068 | ||
[1] | Included in commodity derivative (gain) loss, net in the consolidated statements of income. |
FAIR_VALUE_MEASUREMENTS_Signif
FAIR VALUE MEASUREMENTS (Significant unobservable inputs used in the fair value measurement) (Details) (Level 3 [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Level 3 [Member] | ||||
FAIR VALUE MEASUREMENTS [Line Items] | ||||
Fair value asset | $35,786 | $53,530 | $22,068 | $36,416 |
Market Differentail For Crude Oil, Amount (Per Bbl) | 5.51 |
DEFERRED_COMPENSATION_Details
DEFERRED COMPENSATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 1995 | Dec. 31, 1994 | Mar. 31, 2014 | Jan. 31, 2015 | |
Deferred Compensation [Line Items] | ||||||
Distribution under the Plan | $41,000,000 | |||||
Additional Deferred Compensation | ||||||
Percentage of employees vesting ratably per year | 20.00% | |||||
Plan period (years) | 5 years | |||||
Distribution period after date of termination (months) | 12 months | |||||
Amount reflected as a current liability | 72,110,000 | 113,391,000 | ||||
Minimum [Member] | ||||||
Deferred Compensation [Line Items] | ||||||
Percentage of overriding royalty interest allocated | 2.00% | |||||
Percentage of oil and gas sales less lease operating expenses and production taxes allocated | 1.75% | 1.75% | 1.75% | |||
Maximum [Member] | ||||||
Deferred Compensation [Line Items] | ||||||
Percentage of overriding royalty interest allocated | 3.00% | |||||
Percentage of oil and gas sales less lease operating expenses and production taxes allocated | 5.00% | 5.00% | 5.00% | |||
General and administrative expense [Member] | ||||||
Deferred Compensation [Line Items] | ||||||
Accrued compensation expense allocation | 11,000,000 | |||||
Exploration expense [Member] | ||||||
Deferred Compensation [Line Items] | ||||||
Accrued compensation expense allocation | $1,000,000 |
SHAREHOLDERS_EQUITY_AND_NONCON2
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Common stock offering) (Details) (Common Stock [Member], USD $) | 3 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Apr. 01, 2015 |
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||
Issuance of common stock (in shares) | 35,000,000 | |
Shares Issued, Price Per Share | $30 | |
Issuance of common stock, net | $1,000 | |
Subsequent Event 1 [Member] | ||
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||
Issuance of common stock (in shares) | 2,000,000 | |
Issuance of common stock, net | $61 | |
Over-Allotment Option [Member] | ||
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||
Period of option to purchase additional shares, days | 30 days | |
Number of additional shares available for purchase | 5,250,000 |
SHAREHOLDERS_EQUITY_AND_NONCON3
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Equity incentive plan) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 08, 2014 | Jan. 31, 2015 | Jan. 31, 2014 |
Share-based compensation disclosures [Line Items] | |||||
Stock compensation expense | $7 | $7 | |||
Stock Option [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 600,000 | ||||
Stock Appreciation Rights (SARs) [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 600,000 | ||||
Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Maximum number of Shares per employee | 300,000 | ||||
Granted (in shares) | 1,175,148 | ||||
Granted (in dollars per share) | $31.72 | ||||
Unrecognized compensation cost | $41 | ||||
Weighted average period over which cost will be recognized | 2 years 6 months | ||||
2013 Equity Plan [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Number of shares authorized upon shareholder's approval | 5,300,000 | ||||
Increase in authorized shares | 978,161 | ||||
Number of options available for grant | 4,038,271 | ||||
Executive officers and employees [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 3 years | ||||
Directors [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 1 year | ||||
Executive officers [Member] | Stock Option [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 3 years | ||||
Granted (in shares) | 0 | ||||
Market-based vesting criteria [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 3 years | ||||
Market-based vesting criteria [Member] | Executive officers [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Vesting (service) period | 3 years | 3 years | |||
Granted (in shares) | 391,773 | 750,681 | |||
Granted (in dollars per share) | $33.25 | $26.59 | |||
Market-based vesting criteria [Member] | Minimum [Member] | Executive officers [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Range of restricted shares that may vest of each participant's assigned award | 0 | ||||
Market-based vesting criteria [Member] | Maximum [Member] | Executive officers [Member] | Restricted Stock [Member] | |||||
Share-based compensation disclosures [Line Items] | |||||
Range of restricted shares that may vest of each participant's assigned award | 2 |
SHAREHOLDERS_EQUITY_AND_NONCON4
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Assumption for valuing market based restricted shares) (Details) (Market-based vesting criteria [Member], Executive officers [Member], Restricted Stock [Member]) | 1 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
item | item | |
Market-based vesting criteria [Member] | Executive officers [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of simulations | 2,500,000 | 65,000 |
Expected volatility (as a percent) | 40.30% | 42.30% |
Risk-free interest rate (as a percent) | 0.99% | 0.86% |
Dividend yield (as a percent) | 0.00% | 0.00% |
SHAREHOLDERS_EQUITY_AND_NONCON5
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Summary of nonvested restricted stock) (Details) (Restricted Stock [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance at the beginning of the period (in shares) | 1,456,868 |
Granted (in shares) | 1,175,148 |
Vested (in shares) | -128,443 |
Forfeited (in shares) | -141,545 |
Balance at the end of the period (in shares) | 2,362,028 |
Balance at the beginning of the period (in dollars per share) | $31.16 |
Granted (in dollars per share) | $31.72 |
Vested (in dollars per share) | $51.90 |
Forfeited (in dollars per share) | $29.47 |
Balance at the end of the period (in dollars per share) | $30.41 |
SHAREHOLDERS_EQUITY_AND_NONCON6
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Summary of stock options outstanding) (Details) (Stock Option [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance at the beginning of the period (in shares) | 968,393 |
Exercised (in shares) | -145,642 |
Forfeited or expired (in shares) | -145,571 |
Balance at the end of the period (in shares) | 677,180 |
Options vested and expected to vest (in shares) | 640,870 |
Options exercisable (in shares) | 566,557 |
Balance at the beginning of the period (in dollars per share) | $41.09 |
Exercised (in dollars per share) | $20.62 |
Forfeitures or expired (in dollars per share) | $53.77 |
Balance at the end of the period (in dollars per share) | $42.76 |
Options vested and expected to vest (in dollars per share) | $42.29 |
Options exercisable (in dollars per share) | $39.81 |
Aggregate Intrinsic Value, options Exercised | $1,947,700 |
Aggregate Intrinsic Value, options outstanding, end of period | 2,981,000 |
Options vested and expected to vest, Aggregate Intrinsic Value | 2,927,400 |
Options exercisable, Aggregate Intrinsic Value | $2,981,000 |
Weighted Average Remaining Contractual Term, options outstanding | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Term, options vested and expected to vest | 6 years 3 months 18 days |
Weighted Average Remaining Contractual Term, options exercisable | 6 years |
SHAREHOLDERS_EQUITY_AND_NONCON7
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Schedule of noncontrolling interest) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Noncontrolling Interest disclosures [Line Items] | ||
Balance at the beginning of the period | $8,070 | $8,132 |
Net income (loss) | -17 | -18 |
Balance at the end of the period | $8,053 | $8,114 |
Sustainable Water Resources, LLC [Member] | ||
Noncontrolling Interest disclosures [Line Items] | ||
Third party ownership interest (as a percent) | 25.00% |
INCOME_TAXES_Details
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
INCOME TAXES [Abstract] | ||
U.S. statutory income tax rate (as a percent) | 35.00% | 35.00% |
EARNINGS_PER_SHARE_Narrative_D
EARNINGS PER SHARE (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Restricted Stock [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 237,546 | |
Restricted stock excluded from earnings per share calculation (in shares) | 755,528 | 32,356 |
Stock options [Member] | ||
Shares excluded from Earnings Per Share calculation [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 117,263 | |
Stock options excluded from earnings per share calculation (in shares) | 326,219 |
EARNINGS_PER_SHARE_Reconciliat
EARNINGS PER SHARE (Reconciliation between basic and diluted earnings per share)(Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Numerator: | ||
Net income (loss) available to common shareholders, basic | ($106,111,000) | $109,069,000 |
Denominator: | ||
Weighted average shares outstanding, basic | 168,990,000 | 118,923,000 |
Numerator: | ||
Net income (loss) available to common shareholders, basic | -106,111,000 | 109,069,000 |
Adjusted net income available to common shareholders, diluted | ($106,111,000) | $109,069,000 |
Denominator: | ||
Weighted average shares outstanding, basic | 168,990,000 | 118,923,000 |
Restricted stock and stock options (in shares) | 1,008,000 | |
Weighted average shares outstanding, diluted | 168,990,000 | 119,931,000 |
Earnings per common share, basic (in dollars per share) | ($0.63) | $0.92 |
Earnings per common share, diluted (in dollars per share) | ($0.63) | $0.91 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Apr. 15, 2015 | Mar. 31, 2015 | Apr. 01, 2015 | Mar. 06, 2015 | Apr. 27, 2015 | |
state | |||||
item | |||||
Subsequent Event 3 [Member] | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity of credit facility | $4,500,000,000 | ||||
Subsequent Event 4 [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Divestiture of Businesses | 108,000,000 | ||||
Number of fields, in which sold wells are located | 187 | ||||
Number of states, in which sold wells are located | 14 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock (in shares) | 35,000,000 | ||||
Issuance of common stock, net | 1,000,000,000 | ||||
Common Stock [Member] | Subsequent Event 1 [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock (in shares) | 2,000,000 | ||||
Issuance of common stock, net | $61,000,000 | ||||
Repurchased Kodiak Notes [Member] | Senior Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of redemption price | 101.00% | 101.00% | |||
Repurchased Kodiak Notes [Member] | Senior Notes [Member] | Subsequent Event 2 [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of redemption price | 101.00% |