Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 14, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WHITING PETROLEUM CORP | |
Entity Central Index Key | 1,255,474 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 284,343,983 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 18,329 | $ 16,053 |
Accounts receivable trade, net | 216,378 | 332,428 |
Derivative assets | 34,054 | 158,729 |
Prepaid expenses and other | 17,877 | 27,980 |
Total current assets | 286,638 | 535,190 |
Property and equipment: | ||
Oil and gas properties, successful efforts method | 13,721,164 | 13,904,525 |
Other property and equipment | 135,788 | 168,277 |
Total property and equipment | 13,856,952 | 14,072,802 |
Less accumulated depreciation, depletion and amortization | (4,188,500) | (3,323,102) |
Total property and equipment, net | 9,668,452 | 10,749,700 |
Other long-term assets | 110,654 | 104,195 |
TOTAL ASSETS | 10,065,744 | 11,389,085 |
Current liabilities: | ||
Accounts payable trade | 41,382 | 77,276 |
Revenues and royalties payable | 138,075 | 179,601 |
Accrued capital expenditures | 45,702 | 94,105 |
Accrued interest | 9,052 | 62,661 |
Accrued lease operating expenses | 34,260 | 55,291 |
Accrued liabilities and other | 60,598 | 50,261 |
Taxes payable | 45,868 | 47,789 |
Accrued employee compensation and benefits | 23,007 | 32,829 |
Total current liabilities | 397,944 | 599,813 |
Long-term debt | 4,085,629 | 5,197,704 |
Deferred income taxes | 738,432 | 593,792 |
Asset retirement obligations | 164,289 | 155,550 |
Deferred gain on sale | 38,471 | 48,974 |
Other long-term liabilities | 36,960 | 34,664 |
Total liabilities | 5,461,725 | 6,630,497 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value, 600,000,000 shares authorized; 289,676,901 issued and 284,343,983 outstanding as of September 30, 2016 and 206,441,303 issued and 204,147,647 outstanding as of December 31, 2015 | 290 | 206 |
Additional paid-in capital | 5,671,074 | 4,659,868 |
Retained earnings (accumulated deficit) | (1,075,311) | 90,530 |
Total Whiting shareholders' equity | 4,596,053 | 4,750,604 |
Noncontrolling interest | 7,966 | 7,984 |
Total equity | 4,604,019 | 4,758,588 |
TOTAL LIABILITIES AND EQUITY | $ 10,065,744 | $ 11,389,085 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 289,676,901 | 206,441,303 |
Common stock, shares outstanding | 284,343,983 | 204,147,647 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES AND OTHER INCOME: | ||||
Oil, NGL and natural gas sales | $ 315,554,000 | $ 504,155,000 | $ 942,287,000 | $ 1,674,530,000 |
Loss on sale of properties | (189,934,000) | (359,000) | (193,729,000) | (61,937,000) |
Amortization of deferred gain on sale | 3,490,000 | 3,666,000 | 11,111,000 | 13,240,000 |
Interest income and other | 115,000 | 579,000 | 1,146,000 | 1,449,000 |
Total revenues and other income | 129,225,000 | 508,041,000 | 760,815,000 | 1,627,282,000 |
COSTS AND EXPENSES: | ||||
Lease operating expenses | 87,982,000 | 125,575,000 | 307,530,000 | 435,315,000 |
Production taxes | 26,372,000 | 44,303,000 | 79,125,000 | 145,410,000 |
Depreciation, depletion and amortization | 284,569,000 | 316,147,000 | 900,877,000 | 922,077,000 |
Exploration and impairment | 24,293,000 | 1,690,679,000 | 85,565,000 | 1,829,160,000 |
Goodwill impairment | 869,713,000 | 869,713,000 | ||
General and administrative | 33,908,000 | 44,821,000 | 112,227,000 | 133,788,000 |
Interest expense | 84,578,000 | 84,551,000 | 245,145,000 | 247,984,000 |
(Gain) loss on extinguishment of debt | (46,541,000) | 42,236,000 | 5,634,000 | |
Derivative gain, net | (30,432,000) | (207,783,000) | (28,432,000) | (115,215,000) |
Total costs and expenses | 464,729,000 | 2,968,006,000 | 1,744,273,000 | 4,473,866,000 |
LOSS BEFORE INCOME TAXES | (335,504,000) | (2,459,965,000) | (983,458,000) | (2,846,584,000) |
INCOME TAX EXPENSE (BENEFIT): | ||||
Current | 113,000 | (422,000) | 115,000 | (357,000) |
Deferred | 357,438,000 | (594,425,000) | 182,286,000 | (725,686,000) |
Total income tax expense (benefit) | 357,551,000 | (594,847,000) | 182,401,000 | (726,043,000) |
NET LOSS | (693,055,000) | (1,865,118,000) | (1,165,859,000) | (2,120,541,000) |
Net loss attributable to noncontrolling interests | 3,000 | 10,000 | 18,000 | 48,000 |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ (693,052,000) | $ (1,865,108,000) | $ (1,165,841,000) | $ (2,120,493,000) |
LOSS PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ (2.47) | $ (9.14) | $ (4.92) | $ (11.01) |
Diluted (in dollars per share) | $ (2.47) | $ (9.14) | $ (4.92) | $ (11.01) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic (in shares) | 280,418,000 | 204,143,000 | 237,100,000 | 192,549,000 |
Diluted (in shares) | 280,418,000 | 204,143,000 | 237,100,000 | 192,549,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,165,859) | $ (2,120,541) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 900,877 | 922,077 |
Deferred income tax expense (benefit) | 182,286 | (725,686) |
Amortization of debt issuance costs, debt discount and debt premium | 72,389 | 33,058 |
Stock-based compensation | 19,512 | 20,786 |
Amortization of deferred gain on sale | (11,111) | (13,240) |
Loss on sale of properties | 193,729 | 61,937 |
Undeveloped leasehold and oil and gas property impairments | 45,906 | 1,721,160 |
Goodwill impairment | 869,713 | |
Exploratory dry hole costs | 37 | 867 |
Loss on extinguishment of debt | 42,236 | 5,634 |
Non-cash derivative loss | 102,100 | 31,831 |
Other, net | (4,732) | (4,914) |
Changes in current assets and liabilities: | ||
Accounts receivable trade, net | 119,622 | 188,341 |
Prepaid expenses and other | 9,063 | 45,787 |
Accounts payable trade and accrued liabilities | (104,579) | (59,181) |
Revenues and royalties payable | (41,336) | (75,810) |
Taxes payable | (1,885) | (563) |
Net cash provided by operating activities | 358,255 | 901,256 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Drilling and development capital expenditures | (434,794) | (2,146,681) |
Acquisition of oil and gas properties | (3,605) | (25,018) |
Other property and equipment | (6,744) | (7,123) |
Proceeds from sale of oil and gas properties | 304,291 | 338,507 |
Net cash used in investing activities | (140,852) | (1,840,315) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under credit agreement | 1,050,000 | 2,450,000 |
Repayments of borrowings under credit agreement | (1,200,000) | (3,850,000) |
Issuance of common stock | 1,111,148 | |
Issuance of 1.25% Convertible Senior Notes due 2020 | 1,250,000 | |
Issuance of 6.25% Senior Notes due 2023 | 750,000 | |
Early conversion payment for New Convertible Notes | (41,919) | |
Debt and equity issuance costs | (22,499) | (54,420) |
Proceeds from stock options exercised | 3,048 | |
Restricted stock used for tax withholdings | (709) | (1,111) |
Net cash provided by (used in) financing activities | (215,127) | 898,690 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 2,276 | (40,369) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 16,053 | 78,100 |
End of period | 18,329 | 37,731 |
NONCASH INVESTING ACTIVITIES: | ||
Accrued capital expenditures related to property additions | $ 62,416 | 125,893 |
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Redemption of Senior Notes | (2,475) | |
Senior Notes [Member] | 5.5% Senior Notes due 2021 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Redemption of Senior Notes | (353,500) | |
Senior Notes [Member] | 5.5% Senior Notes due 2022 [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Redemption of Senior Notes | $ (404,000) |
CONSOLIDATED STATEMENTS OF CAS6
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Dec. 08, 2014 |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | |||||
Interest Rate (as a percent) | 1.25% | 1.25% | 1.25% | ||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | |||||
Interest Rate (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | |
8.125% Senior Notes due 2019 [Member] | Senior Notes [Member] | |||||
Interest Rate (as a percent) | 8.125% | 8.125% | |||
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 EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Mandatory Convertible Notes [Member]Additional Paid-in Capital [Member] | Mandatory Convertible Notes [Member]Total Whiting Shareholders' Equity [Member] | Mandatory Convertible Notes [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total Whiting Shareholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
BALANCES at Dec. 31, 2014 | $ 168 | $ 3,385,094 | $ 2,309,712 | $ 5,694,974 | $ 8,070 | $ 5,703,044 | |||
BALANCES (in shares) at Dec. 31, 2014 | 168,346 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Net loss | (2,120,493) | (2,120,493) | (48) | (2,120,541) | |||||
Issuance of common stock | $ 37 | 1,100,000 | 1,100,037 | 1,100,037 | |||||
Issuance of common stock (in shares) | 37,000 | ||||||||
Equity component of 2020 Convertible Senior Notes, net | 144,755 | 144,755 | 144,755 | ||||||
Exercise of stock options | 3,048 | 3,048 | 3,048 | ||||||
Exercise of stock options (in shares) | 149 | ||||||||
Restricted stock issued | $ 1 | (1) | |||||||
Restricted stock issued (in shares) | 1,216 | ||||||||
Restricted stock forfeited (in shares) | (217) | ||||||||
Restricted stock used for tax withholdings | (1,111) | (1,111) | (1,111) | ||||||
Restricted stock used for tax withholdings (in shares) | (38) | ||||||||
Stock-based compensation | 20,786 | 20,786 | 20,786 | ||||||
BALANCES at Sep. 30, 2015 | $ 206 | 4,652,571 | 189,219 | 4,841,996 | 8,022 | 4,850,018 | |||
BALANCES (in shares) at Sep. 30, 2015 | 206,456 | ||||||||
BALANCES at Dec. 31, 2015 | $ 206 | 4,659,868 | 90,530 | 4,750,604 | 7,984 | 4,758,588 | |||
BALANCES (in shares) at Dec. 31, 2015 | 206,441 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Net loss | (1,165,841) | (1,165,841) | (18) | (1,165,859) | |||||
Issuance of common stock upon conversion of convertible notes, | $ 80 | 822,936 | 823,016 | 823,016 | |||||
Issuance of common stock upon conversion of convertible notes, (in shares) | 79,920 | ||||||||
Reduction of equity component of 2020 Convertible Senior Notes upon extinguishment, net | (63,330) | (63,330) | (63,330) | ||||||
Recognition of beneficial conversion features on convertible notes | $ 232,801 | $ 232,801 | $ 232,801 | ||||||
Restricted stock issued | $ 4 | (4) | |||||||
Restricted stock issued (in shares) | 4,021 | ||||||||
Restricted stock forfeited (in shares) | (615) | ||||||||
Restricted stock used for tax withholdings | (709) | (709) | (709) | ||||||
Restricted stock used for tax withholdings (in shares) | (90) | ||||||||
Stock-based compensation | 19,512 | 19,512 | 19,512 | ||||||
BALANCES at Sep. 30, 2016 | $ 290 | $ 5,671,074 | $ (1,075,311) | $ 4,596,053 | $ 7,966 | $ 4,604,019 | |||
BALANCES (in shares) at Sep. 30, 2016 | 289,677 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
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 development, acquisition, exploration and production of crude oil, NGLs and natural gas primarily in the Rocky Mountain s region 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 and its consolidated subsidiaries. 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 and the SEC rules and regulations 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 Annual Report on Form 10-K for the period ended December 31, 2015 . Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2015 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 (i) convertible debt to be settled in shares , using the if-converted method and (ii) unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt to be settled in cash, all using the treasury stock method. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. Adopted and Recently Issued Accounting Pronouncements —In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements To Employee Share-Based Payment Accounting (“ASU 2016-09”). The objective of this ASU is to simplify several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Portions of this ASU must be applied prospectively while other portions may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016 ‑09. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). The objective of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and should be applied using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016 ‑02. 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. The FASB subsequently issued ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, which deferred the effective date of ASU 2014-09 and provided additional implementation guidance. These ASUs are effective for fiscal years, and interim periods within those years, beginning after December 31, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company is currently evaluating the impact of adopting these standards on its consolidated financial statements, as well as the transition method to be applied. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015 are as follows (in thousands): September 30, December 31, 2016 2015 Proved leasehold costs $ 3,276,456 $ 3,206,237 Unproved leasehold costs 482,042 689,754 Costs of completed wells and facilities 9,436,415 9,503,020 Wells and facilities in progress 526,251 505,514 Total oil and gas properties, successful efforts method 13,721,164 13,904,525 Accumulated depletion (4,138,786) (3,279,156) Oil and gas properties, net $ 9,582,378 $ 10,625,369 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES 2016 Acquisitions and Divestitures In July 2016, the Company completed the sale of its interest in its enhanced oil recovery project in the North Ward Estes field in Ward and Winkler counties of Texas, including Whiting’s interest in certain CO 2 properties in the McElmo Dome field in Colorado, two contracts for the supply and delivery of CO 2 , and certain other related assets and liabilities (the “North Ward Estes Properties”) for a cash purchase price of $300 million (before closing adjustments). The sale was effective July 1, 2016 and resulted in a pre-tax loss on sale of $188 million. The Company used the net proceeds from the sale to repay a portion of the debt outstanding under its credit agreement. In addition to the cash purchase price, the buyer has agreed to pay Whiting $100,000 for every $0.01 that, as of June 28, 2018, the average NYMEX crude oil futures contract price for each month from August 2018 through July 2021 is above $50.00/Bbl up to a maximum amount of $100 million (the “Contingent Payment”). The Contingent Payment will be made at the option of the buyer either in cash on July 31, 2018 or in the form of a secured promissory note, accruing interest at 8% per annum with a maturity date of July 29, 2022. The Company has determined that this Contingent Payment is an embedded derivative and has reflected it at fair value in the consolidated financial statements. The fair value of the Contingent Payment as of the closing date of this sale transaction was $39 million. Refer to the “Derivative Financial Instruments” and “Fair Value Measurements” footnotes for more information on this embedded derivative instrument. There were no significant acquisitions during the nine months ended September 30, 2016. 2015 Acquisitions and Divestitures In December 2015, the Company completed the sale of a fresh water delivery system, a produced water gathering system and four saltwater disposal wells located in Weld County, Colorado, effective December 16, 2015, for aggregate sales proceeds of $75 million (before closing adjustments). In June 2015, the Company completed the sale of its interests in certain non-core oil and gas wells, effective June 1, 2015, for aggregate sales proceeds of $150 million (before closing adjustments) resulting in a pre-tax loss on sale of $118 million. The properties included over 2,000 gross wells in 132 fields across 10 states. In April 2015, the Company completed the sale of its interests in certain non-core oil and gas wells, effective May 1, 2015, for aggregate sales proceeds of $108 million (before closing adjustments) resulting in a pre-tax gain on sale of $29 million. 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. Also during the year ended December 31, 2015, the Company completed several immaterial divestiture transactions for the sale of its interests in certain non-core oil and gas wells and undeveloped acreage, for aggregate sales proceeds of $176 million (before closing adjustments) resulting in a pre-tax gain on sale of $28 million. There were no significant acquisitions during the year ended December 31, 2015. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 4 . LONG-TERM DEBT Long-term debt consisted of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Credit agreement $ 650,000 $ 800,000 6.5% Senior Subordinated Notes due 2018 275,121 350,000 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 5,975 - 5% Senior Notes due 2019 961,409 1,100,000 5% Mandatory Convertible Senior Notes due 2019 4,651 - 1.25% Convertible Senior Notes due 2020 562,075 1,250,000 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 380,385 - 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 87,404 - 5.75% Senior Notes due 2021 873,609 1,200,000 5.75% Mandatory Convertible Senior Notes due 2021 125,218 - 6.25% Senior Notes due 2023 408,296 750,000 6.25% Mandatory Convertible Senior Notes due 2023 117,333 - Total principal 4,451,476 5,450,000 Unamortized debt discounts and premiums (331,338) (203,082) Unamortized debt issuance costs on notes (34,509) (49,214) Total long-term debt $ 4,085,629 $ 5,197,704 Credit Agreement —Whiting Oil and Gas, the Company’s wholly-owned subsidiary, has a credit agreement with a syndicate of banks that as of September 30, 2016 had a borrowing base of $2.6 billion, with aggregate commitments of $2.5 billion. Upon closing of the sale of the North Ward Estes Properties on July 27, 2016, the borrowing base was reduced from $2.75 billion to $2.6 billion. In October 2016, the borrowing base under the facility was reduced to $2.5 billion in connection with the November 1, 2016 regular borrowing base redetermination, with no change to the aggregate commitments of $2.5 billion. As of September 30, 2016 , the Company had $1.8 billion of available borrowing capacity, which was net of $650 million in borrowings and $11 million in letters of credit outstanding. 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. The credit agreement permits the Company to dispose of its ownership interests in certain gas gathering and processing plants located in North Dakota without reducing the borrowing base. A portion of the revolving credit facility in an aggregate amount not to exceed $50 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 September 30, 2016 , $39 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. At September 30, 2016 and December 31, 2015 , the weighted average interest rate on the outstanding principal balance under the credit agreement was 2.9% and 1.9% , respectively . 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 1.00% 2.00% 0.50% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.50% 2.50% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.75% 2.75% 0.50% Greater than or equal to 0.90 to 1.0 2.00% 3.00% 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. However, the credit agreement permits the Company and certain of its subsidiaries to issue second lien indebtedness of up to $1.0 billion subject to certain conditions and limitations. 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 Company’s restricted subsidiaries (as defined in the credit agreement) . As of September 30, 2016 , there were no retained earnings free from restrictions. The credit agreement requires the Company, as of the last day of any quarter, to maintain the following ratios (as defined in the credit agreement): (i) a consolidated current assets to consolidated current liabilities ratio (which includes an add back of the available borrowing capacity under the credit agreement) of not less than 1.0 to 1.0, (ii) a total senior secured debt to the last four quarters’ EBITDAX ratio of less than 3.0 to 1.0 during the Interim Covenant Period (defined below), and thereafter a total debt to EBITDAX ratio of less than 4.0 to 1.0 , and (iii) a ratio of the last four quarters’ EBITDAX to consolidated cash interest charges of not less than 2.25 to 1.0 during the Interim Covenant Period. Under the credit agreement, the “Interim Covenant Period” is defined as the period from June 30, 2015 until the earlier of (a) April 1, 2018 or (b) the commencement of an investment-grade debt rating period (as defined in the credit agreement) . The Company was in compliance with its covenants under the credit agreement as of September 30, 2016 . The obligations of Whiting Oil and Gas under the credit agreement are collateralized by a first lien on substantially all of Whiting Oil and Gas’ and Whiting Resource Corporation’s properties. 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”). 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 debt premium recorded in connection with the issuance of the 2021 Senior Notes is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.5% per annum. 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 “Senior Notes”). Exchange of Senior Notes and Senior Subordinated Notes for Convertible Notes . O n March 23, 2016, the Company completed the exchange of $477 million aggregate principal amount of Senior Notes and 2018 Senior Subordinated Notes, consisting of (i) $49 million aggregate principal amount of its 2018 Senior Subordinated Notes, (ii) $97 million aggregate principal amount of its 2019 Senior Notes, (iii) $152 million aggregate principal amount of its 2021 Senior Notes , and (iv) $179 million aggregate principal amount of its 2023 Senior Notes , for (i) $49 million aggregate principal amount of new 6.5% Convertible Senior Subordinated Notes due 2018 (the “2018 Convertible Senior Subordinated Notes”), (ii) $97 million aggregate principal amount of new 5% Convertible Senior Notes due 2019 (the “2019 Convertible Senior Note s”), (iii) $152 million aggregate p rincipal amount of new 5.75% Convertible Senior Notes due 2021 (the “202 1 Convertible Senior Notes”), and (iv) $179 million aggregate principal amount of new 6.25% Convertible Senior Notes due 2023 (the “2023 Convertible Senior Notes” and together with the 2018 Convertible Senior Subordinated Notes, the 2019 Convertible Senior Notes and the 2021 Convertible Senior Notes, the “New Con vertible Notes”). The redemption provisions, covenants, interest payments and maturity terms applicable to each series of New Convertible Notes were substantially identical to those applicable to the corresponding series of Senior Notes and 2018 Senior Subordinated Notes. This exchange transaction was accounted for as an extinguishment of debt for each portion of the Senior Notes and 2018 Senior Subordinated Notes that was exchanged. As a result, Whiting recognized a $91 million gain on extinguishment of debt, which is net of a $4 million non-cash charge for the acceleration of unamortized debt issuance costs and debt premium on the original notes. Each series of New Convertible Notes was recorded at fair value upon issuance, with the difference between the principal amount of the notes and their fair values, totaling $95 million, recorded as a debt discount. The aggregate debt discount of $185 million recorded upon issuance of the New Convertible Notes also included $90 million related to the fair value of the holders’ conversion options, which were embedded derivatives that met the criteria to be bifurcated from their host contracts and accounted for separately. Refer to the “Derivative Financial Instruments” and “Fair Value Measurements” footnotes for more information on these embedded derivatives. The debt discount and transaction costs of $8 million attributable to the New Convertible Notes issuance were being amortized to interest expense over the respective terms of the notes using the effective interest method. The New Convertible Notes were convertible, at the option of the holders, into shares of the Company’s common stock at an initial conversion rate of 86.9565 common shares per $1,000 principal amount of the notes (representing an initial conversion price of $11.50 per share) for the 2018 Convertible Senior Subordinated Notes, the 2021 Convertible Senior Notes and the 2023 Convertible Senior Notes and an initial conversion rate of 90.9091 common shares per $1,000 principal amount of the notes (representing an initial conversion price of $11.00 per share) for the 2019 Convertible Senior Notes. Upon exercise of this option, the holder was entitled to receive an early conversion cash payment as well as a cash payment of all accrued and unpaid interest through the conversion date. During the second quarter of 2016, holders of the New Convertible Notes voluntarily converted all $ 477 million aggregate principal amount of the New Convertible Notes for approximately 41.8 million shares of the Company’s common stock. Upon conversion, the Company paid $46 million in cash consisting of early conversion payments to the holders of the notes, as well as all accrued and unpaid interest on such notes. As a result of the conversions , Whiting recognized a $188 million loss on extinguishment of debt, which consisted of a non-cash charge for the acceleration of unamortized debt issuance costs and debt discount on the n otes. As of June 30, 2016, no New Convertible Notes remained outstanding. Exchange of Senior Notes and Senior Subordinated Notes for Mandatory Convertible Notes. On July 1, 2016, the Company completed the exchange of $405 million aggregate principal amount of Senior Notes and 2018 Senior Subordinated Notes for the same aggregate principal amount of new mandatory convertible senior notes and mandatory convertible senior subordinated notes. Refer to “Exchange of Senior Notes, Convertible Senior Notes and Senior Subordinated Notes for Mandatory Convertible Notes” below for more information on these exchange transactions and the terms of the new mandatory convertible notes. Kodiak Senior Notes. In conjunction with the acquisition of Kodiak Oil & Gas Corp. (the “Kodiak Acquisition”) in December 2014 , 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”). I n January 2015, Whiting offered to repurchase at 101% of par all $1,550 million principal amount of Kodiak Notes then outstanding. I n March 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. I n May 2015, Whiting paid an additional $5 million to repurchase the remaining $4 million aggregate principal amount of the 2021 Kodiak Notes and $1 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. I n December 2015, Whiting paid $834 million to repurchase the remaining $798 million aggregate principal amount of the 2019 Kodiak Notes, which payment consisted of the 104.063% redemption price and all accrued and unpaid interest on such notes. As a result of the repurchases, Whiting recognized a n $18 million loss on extinguishment of debt, which consisted of a $40 million cash charge related to the redemption premium on the Kodiak Notes, partially offset by a $22 million non-cash credit related to the acceleration of unamortized debt premiums on such notes. As of December 31, 2015, no Kodiak Notes remained outstanding. 2020 Convertible Senior Notes —In March 2015, the Company issued at par $1,250 million of 1.25% Convertible Senior Notes due April 2020 (the “ 2020 Convertible Senior Notes” ) f or net proceeds of $1.2 billion, net of initial purchasers’ fees of $25 million. On June 29, 2016, the Company exchanged $129 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new mandatory convertible senior notes, and on July 1, 2016, t he Company exchanged $559 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new mandatory convertible senior notes. Refer to “Exchange of Senior Notes, Convertible Senior Notes and Senior Subordinated Notes for Mandatory Convertible Notes” below for more information on these exchange transactions and the terms of the new mandatory convertible notes. For the remaining $ 562 million aggregate principal amount of 2020 Convertible Senior Notes, t he 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 2020 Convertible Senior Notes in cash upon conversion. Prior to January 1, 2020, the 2020 Convertible Senior Notes will be convertible at the holder’s option 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 2020 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 2020 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 2020 Convertible Senior Notes in connection with such corporate event. As of September 30, 2016 , none of the contingent conditions allowing holders of the 2020 Convertible Senior Notes to convert these notes had been met. Upon issuance, the Company separately accounted for the liability and equity components of the 2020 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 2020 Convertible Senior Notes and the estimated fair value of the liability component was recorded as a debt discount and is being amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 5.6% per annum. The fair value of the 2020 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 2020 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 2020 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 as a reduction to the carrying value of long-term debt 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 2020 Convertible Senior Notes consist of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Liability component: Principal $ 562,075 $ 1,250,000 Less: unamortized note discount (77,680) (205,572) Less: unamortized debt issuance costs (6,436) (17,277) Net carrying value $ 477,959 $ 1,027,151 Equity component (1) $ 136,522 $ 237,500 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $ 50 million of deferred taxes as of September 30, 2016 and $ 5 million of issuance costs and $88 million of deferred taxes as of December 31, 2015 . The following table presents the i nterest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Interest expense on 2020 Convertible Senior Notes $ 6,745 $ 14,395 $ 36,068 $ 29,276 Mandatory Convertible Notes Exchange of Senior Notes , Convertible Senior Notes and Senior Subordinated Notes for Mandatory Convertible Notes. O n June 29, 2016, the Company completed the exchange of $129 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 (the “2020 Mandatory Convertible Notes, Series 2”). O n July 1, 2016, the Company completed the exchange of $964 million aggregate principal amount of Senior Notes, 2020 Convertible Senior Notes and 2018 Senior Subordinated Notes, consisting of (i) $26 million aggregate principal amount of its 2018 Senior Subordinated Notes, (ii) $42 million aggregate principal amount of its 2019 Senior Notes, (iii) $559 million aggregate principal amount of its 2020 Convertible Senior Notes, (iv) $174 million aggregate principal amount of its 2021 Senior Notes , and (v) $163 million aggregate principal amount of its 2023 Senior Notes , for (i) $26 million aggregate principal amount of new 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 (the “2018 Mandatory Convertible Notes”), (ii) $42 million aggregate principal amount of new 5% Mandatory Convertible Senior Notes due 2019 (the “2019 Mandatory Convertible Note s”), (iii) $559 million aggregate principal amount of new 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 (the “2020 Mandatory Convertible Notes, Series 1”, and together with the 2020 Mandatory Convertible Notes, Series 2, the “2020 Mandatory Convertible Notes”), (iv) $174 million aggregate p rincipal amount of new 5.75% Mandatory Convertible Senior Notes due 2021 (the “202 1 Mandatory Convertible Notes”), and (v) $163 million aggregate principal amount of new 6.25% Mandatory Convertible Senior Notes due 2023 (the “2023 Mandatory Convertible Notes” and, together with the 2018 Mandatory Convertible Notes, the 2019 Mandatory Convertible Notes , the 2020 Mandatory Convertible Notes and the 2021 Mandatory Convertible Notes, the “ Mandatory Convertible Notes”). The redemption provisions, covenants, interest payments and maturity terms applicable to each series of Mandatory Convertible Notes are substantially identical to those applicable to the corresponding series of Senior Notes, 2020 Convertible Senior Notes and 2018 Senior Subordinated Notes except that the 2020 Mandatory Convertible Notes will mature on June 5, 2020 unless earlier converted in accordance with their terms. These transactions were accounted for as extinguishment s of debt for the portion s of Senior Notes, 2020 Convertible Senior Notes and 2018 Senior Subordinated Notes that were exchanged. As a result, Whiting recognized a $57 million gain on extinguishment of debt, which was net of a $113 million charge for the non-cash write-off of unam ortized debt issuance costs, debt discount s and debt premium on the original notes. In addition, Whiting recorded a $ 63 million reduction to the equity component of the 2020 Convertible Senior Notes, which is net of deferred taxes. The Mandatory Convertible Notes were recorded at fair value upon issuance with the difference between the principal amount of the notes and their fair value s , totaling $69 million, recorded as a debt discount . The Mandatory Convertible Notes contain contingent beneficial conversion features, the intrinsic value of which was recognized in additional paid-in capital at the time the contingency was resolved, resulting in an additional debt discount of $233 million. The aggregate debt discount of $302 million is being amortized to interest expense over the respective term s of the notes using the effective interest method. T ransaction costs of $14 million attributable to th ese note issuance s were recorded as a reduction to the carrying value of long-term debt on the consolidated balance sheet and are being amortized to interest expense over the respective term s of the notes using the effective interest method. The July 1, 2016 note exchange transactions triggered an ownership shift as defined under Section 382 of the Internal Revenue Code due to the “deemed share issuance” that resulted from the note exchanges. This triggering event will limit the Company’s usage of certain of its net operating losses and tax credits in the future. Refer to the “Income Taxes” footnote for more information. The Mandatory Convertible Notes contain mandatory conversion features whereby four percent of the aggregate principal amount of the Mandatory Convertible Notes were converted into shares of the Company’s common stock for each day of the 25 trading day period that commenced on June 23, 20 16 (the “Observation Period”) if the daily volume weighted average price (the “Daily VWAP” ) ( as defined in the indentures governing the Mandatory Convertible Notes) of the Company’s common stock on such day , rounded to four decimal places for the 2020 Mandatory Convertible Notes and rounded to two decimal places for the 2018 Mandatory Convertible Notes, the 2019 Mandatory Convertible Notes, the 2021 Mandatory Convertible Notes and the 2023 Mandatory Convertible Notes, was above $8.75 (the “Threshold Price”) . Upon conversion , the common stock issue price per share is equal to the higher of (i) the Daily VWAP for the Company’s c ommon s tock for such trading day multiplied by one plus zero for the 2018 Mandatory Convertible Notes, one plus 0.5% for the 2019 Mandatory Convertible Notes, one plus 8.0% for the 2020 Mandatory Convertible Notes, one plus 2.5% for the 2021 Mandatory Convertible Notes and one plus 3.5% for the 2023 Mandatory Convertible Notes or (ii) $8.75 for the 2018 Mandatory Convertible Notes (equivalent to 114.29 common shares per $1,000 principal amount of the notes), $8.79 for the 2019 Mandatory Convertible Notes (equivalent to 113.72 common shares per $1,000 principal amount of the notes), $9.45 for the 2020 Mandatory Convertible Notes (equivalent to 105.82 common shares per $1,000 principal amount of the notes), $8.97 for the 2021 Mandatory Convertible Notes (equivalent to 111.50 common shares per $1,000 principal amount of the notes) and $9.06 for the 2023 Mandatory Convertible Notes (equivalent to 110.42 common shares per $1,000 principal amount of the notes) (the “Minimum Conversion Price s ”) . After the Observation Period, the Company has the right to mandatorily convert any remaining Mandatory Convertible Notes if the Daily VWAP of the Company’s c ommon s tock exceeds $8.75 for at least 20 trading days during a 30 consecutive trading day period and holders have the right to convert the Mandatory Convertible Notes at any time. T he conversion price after the Observation Period will be the Minimum Conversion Price for each applicable series of Mandatory Convertible Notes . As of September 30, 2016, none of the conditions allowing the Company to convert the remaining Mandatory Convertible N otes had been met , and no holders of the Mandatory Convertible Notes had voluntarily converted any such notes . Conversion of Mandatory Convertible Notes to Common Stock . During the Observation Period, the Daily VWAP of the Company’s common stock was above the Threshold Price (i) for 7 of the 25 trading days for the 2018 Mandatory Convertible Notes, the 2019 Mandatory Convertible Notes, the 2021 Mandatory Convertible Notes and the 2023 Mandatory Convertible Notes and (ii) for 8 of the 25 trading days for the 2020 Mandatory Convertible Notes. As a result, $333 million aggregate principal amount of the Mandatory Convertible Notes were converted into approximately 33.2 million shares of the Company’s common stock, and the Company paid $3 million in cash consisting of all accrued and unpaid interest on such notes. As a result of the conversions, Whiting recognized a $3 million gain on extinguishment of debt, which was net of a non-cash charge for the acceleration of unamortized debt issuance costs and debt discount on the notes. Induced Exchange of Mandatory Convertible Notes. On August 12, 2016, the Company completed the exchange of (i) $13 million aggregate principal amount of the 2018 Mandatory Convertible Notes which had a conversion price of $8.75 per share (equivalent to 114.29 common shares per $1,000 principal amount of the notes) for shares of the Company’s common stock at an issuance price of $7.77 per share (equivalent to 128.69 common shares per $1,000 principal amount of the notes) and (ii) $25 million aggregate principal amount of the 2019 Mandatory Convertible Notes which had a conversion price of $8.79 per share (equivalent to 113.72 common shares per $1,000 principal amount of the notes) for shares of the Company’s common stock at an issuance price of $7.80 per share (equivalent to 128.17 shares per $1,000 principal amount of the notes). Upon acceptance of this inducement offer by the holders of the notes, such notes were immediately cancelled in exchange for approximately 4.9 million shares of the Company’s common stock and the Company paid $1 million in cash consisting of all accrued and unpaid interest on such notes. As a result of the exchanges, Whiting recognized (i) $4 million of debt inducement expense related to the fair value of the incremental shares issued in the inducement offer over the original conversion terms of the notes, which expense is included in (gain) loss on extinguishment of debt in the consolidated statements of operations, and (ii) a $14 million non-cash charge for the acceleration of unamortized debt discount on the notes, which is included in interest expense in the consolidated statements of operations. Security and Guarantees The Senior Notes, the 2 020 Convertible Senior Notes , the 2019 Mandatory Convertible Notes, the 2020 Mandatory Convertible Notes, the 2021 Mandatory Convertible Notes and the 2023 Mandatory Convertible Notes (collectively, the “Whiting Senior Notes”) a re unsecured obligations of Whiting Petroleum Corporation 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 and the 2018 Mandatory Convertible 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 and borrowings under Whiting Oil and Gas’ credit agreement. The Company’s obligations under the Whiting Senior Notes, the 2018 Senior Subordinated Note s and the 2018 Mandatory Convertible Notes are guaranteed by the Company’s 100% -owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the “Guarantors”). These guarantees are full and unconditional and joint and several among 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015 were $7 million and $6 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 nine months ended September 30, 2016 (in thousands): Asset retirement obligation at January 1, 2016 $ 161,908 Additional liability incurred 1,768 Revisions to estimated cash flows 5,412 Accretion expense 10,512 Obligations on sold properties (2,102) Liabilities settled (5,841) Asset retirement obligation at September 30, 2016 $ 171,657 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2016 | |
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 it uses derivative instruments to manage its commodity price risk. In addition, the Company periodically enters into contracts that contain embedded features which are required to be bifurcated and accounted for separately as derivatives. 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 supply and demand factors, worldwide political factors, general economic conditions and seasonal weather patterns. Whiting enters into derivative contracts such as costless collars , swaps and crude oil sales and delivery 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 drilling programs and acquisitions. The Company does not enter into derivative contracts for speculative or trading purposes. Crude Oil Costless Collars. Costless collars are designed to establish floor and ceiling prices on 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 derivatives entered into to hedge forecasted crude oil production revenues as of October 1, 2016 . 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) Oct - Dec 2016 4,200,000 $43.75 - $53.75 - $74.40 Jan - Dec 2017 11,400,000 $34.21 - $44.47 - $60.06 Collars Oct - Dec 2016 750,000 $51.00 - $63.48 Jan - Dec 2017 3,000,000 $53.00 - $70.44 Total 19,350,000 (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. Crude Oil Sales and Delivery Contract. The Company has a long-term crude oil sales and delivery contract for oil volumes produced from its Redtail field in Colorado. Under the terms of the agreement, Whiting has committed to deliver certain fixed volumes of crude oil through 2020. The Company determined that it was not probable that future oil production from its Redtail field would be sufficient to meet the minimum volume requirement s specified in this contract, and accordingly, that the Company would not settle this contract through physical delivery of crude oil volumes. As a result, Whiting determined that this contract would not qualify for the “normal purchase normal sale” exclusion and has therefore reflected the contract at fair value in the consolidated financial statements. As of September 30, 2016 , the estimated fair value of this derivative contract was a liability of $10 million. Embedded Derivative s — In March 2016, the Company issued convertible notes that contained debtholder conversion options which the Company determined were not clearly and closely related to the debt host contracts, and the Company therefore bifurcated these embedded features and reflected them at fair value in the consolidated financial statements. During the second quarter of 2016, the entire aggregate principal amount of these notes was converted into shares of the Company’s common stock, and t he fair value of these embedded derivatives as of September 30, 2016 was therefore zero . In July 2016, the Company entered into a purchase and sale agreement with the buyer of its North Ward Estes Properties, whereby the buyer has agreed to pay Whiting additional proceeds of $100,000 for every $0.01 that, as of June 28, 2018, the average NYMEX crude oil futures contract price for each month from August 2018 through July 2021 is above $50.00/Bbl up to a maximum amount of $100 million. The Company has determined that this NYMEX-linked Contingent Payment is not clearly and closely related to the host contract, and the Company therefore bifurcated this embedded feature and reflected it at fair value in the consolidated financial statements. As of September 30, 2016, the estimated fair value of this embedded derivative was an asset of $47 million. 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 or other derivative scope exceptions . The following table s summarize the effects of derivative instruments on the consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 (in thousands): (Gain) Loss Recognized in Income Not Designated as Statement of Operations Nine Months Ended September 30, ASC 815 Hedges Classification 2016 2015 Commodity contracts Derivative gain, net $ 27,663 $ (115,215) Embedded derivatives Derivative gain, net (56,095) - Total $ (28,432) $ (115,215) (Gain) Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended September 30, ASC 815 Hedges Classification 2016 2015 Commodity contracts Derivative gain, net $ (22,302) $ (207,783) Embedded derivatives Derivative gain, net (8,130) - Total $ (30,432) $ (207,783) Offsetting of Derivative Assets and Liabilities. The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master agreements, which pr ovide 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 the Company’s 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): September 30, 2016 (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 $ 64,867 $ (30,813) $ 34,054 Commodity contracts - non-current Other long-term assets 16,069 (15,126) 943 Embedded derivatives - non-current Other long-term assets 47,370 - 47,370 Total derivative assets $ 128,306 $ (45,939) $ 82,367 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 33,787 $ (30,813) $ 2,974 Commodity contracts - non-current Other long-term liabilities 22,693 (15,126) 7,567 Total derivative liabilities $ 56,480 $ (45,939) $ 10,541 December 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 $ 258,778 $ (100,049) $ 158,729 Commodity contracts - non-current Other long-term assets 31,415 (3,465) 27,950 Total derivative assets $ 290,193 $ (103,514) $ 186,679 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 101,214 $ (100,049) $ 1,165 Commodity contracts - non-current Other long-term liabilities 6,327 (3,465) 2,862 Total derivative liabilities $ 107,541 $ (103,514) $ 4,027 (1) Because counterparties to the Company’s financial derivative contracts subject to master netting arrangements 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 se tables. 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 | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 7 . FAIR VALUE MEASUREMENTS 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. Cash and cash equivalents, accounts receivable and accounts 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 n otes and senior subordinated n otes are recorded at cost , and the Company’s convertible senior notes and convertible senior subordinated notes are recorded at fair value at the date of issuance . The following table summarizes the fair values and carrying values of these instruments as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Fair Carrying Fair Carrying Value Value (3) Value Value (3) 6.5% Senior Subordinated Notes due 2018 (1) $ 269,619 $ 273,290 $ 265,125 $ 346,876 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 (2) 6,230 3,768 - - 5% Senior Notes due 2019 (1) 918,146 956,098 830,500 1,092,219 5% Mandatory Convertible Senior Notes due 2019 (2) 4,817 2,904 - - 1.25% Convertible Senior Notes due 2020 (1) 460,154 477,959 850,000 1,027,151 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 (2) 357,460 243,127 - - 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 (2) 82,136 56,648 - - 5.75% Senior Notes due 2021 (1) 812,456 868,261 870,000 1,191,861 5.75% Mandatory Convertible Senior Notes due 2021 (2) 125,327 77,698 - - 6.25% Senior Notes due 2023 (1) 374,612 403,103 543,750 739,597 6.25% Mandatory Convertible Senior Notes due 2023 (2) 116,807 72,773 - - Total $ 3,527,764 $ 3,435,629 $ 3,359,375 $ 4,397,704 (1) 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. (2) Fair value is determined using a binomial lattice model which considers various inputs including (i) Whiting’s common stock price, (ii) risk-free rates based on U.S. Treasury rates, (iii) recovery rates in the event of default, (iv) default intensity, and (v) volatility of Whiting’s common stock. The expected volatility and default intensity used in the valuation are unobservable in the marketplace and significant to the valuation methodology, and such fair value is therefore designated as Level 3 within the valuation hierarchy. (3) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums, including discounts related to the beneficial conversion features associated with the Mandatory Convertible Notes. 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 counterpart y , as appropriate. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , 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 September 30, 2016 Financial Assets Commodity derivatives – current $ - $ 34,054 $ - $ 34,054 Commodity derivatives – non-current - 943 - 943 Embedded derivatives – non-current - 47,370 - 47,370 Total financial assets $ - $ 82,367 $ - $ 82,367 Financial Liabilities Commodity derivatives – current $ - $ 29 $ 2,945 $ 2,974 Commodity derivatives – non-current - 916 6,651 7,567 Total financial liabilities $ - $ 945 $ 9,596 $ 10,541 Total Fair Value Level 1 Level 2 Level 3 December 31, 2015 Financial Assets Commodity derivatives – current $ - $ 158,729 $ - $ 158,729 Commodity derivatives – non-current - 27,950 - 27,950 Total financial assets $ - $ 186,679 $ - $ 186,679 Financial Liabilities Commodity derivatives – current $ - $ - $ 1,165 $ 1,165 Commodity derivatives – non-current - - 2,862 2,862 Total financial liabilities $ - $ - $ 4,027 $ 4,027 The following methods and assumptions were used to estimate the fair values of the Company’s financial assets and liabilities that are measured on a recurring basis: Commodity Derivatives . Commodity derivative instruments consist mainly of costless collars for crude oil. The Company’s costless collars are valued based on an income approach. T he option model consider s 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 a long-term crude oil sales and delivery contract, whereby it has committed to deliver certain fixed volumes of crude oil through 2020. Whiting has determined that the contract does not meet the “normal purchase normal sale” exclusion, and has therefore reflected this contract at fair value in its consolidated financial statements. This commodity derivative was 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 crude oil sales and delivery contract include certain market differential metrics that were unobservable during the term of the contract. Such unobservable inputs were significant to the contract valuation methodology, and the contract’s fair value was therefore designated as Level 3 within the valuation hierarchy. Embedded Derivatives . The Company had em bedded derivatives related to its convertible notes that were issued in March 2016. The notes contained debtholder conversion options which the Company determined were not clearly and closely related to the debt host contracts and the Company therefore bifurcated these embedded features and reflected them at fair value in the consolidated financial statements . Prior to their settlements, the fair values of these embedded derivatives were determined using a binomial lattice model which considered various inputs including (i) Whiting’s common stock price, (ii) risk-free rates based on U.S. Treasury rates, (iii) recovery rates in the event of default, (iv) default intensity, and (v) volatility of Whiting’s common stock. The expected volatility and default intensity used in the valuation were unobservable in the marketplace and significant to the valuation methodology, and the embedded derivatives’ fair value was therefore designated as Level 3 in the valuation hierarchy. During the second quarter of 2016, the entire aggregate principal amount of these convertible notes was converted into shares of the Company’s common stock, and these embedded derivatives were thereby settled in their entirety as of June 30, 2016. The Company has an embedded derivative related to its purchase and sale agreement with the buyer of the North Ward Estes Properties. The agreement includes a Contingent Payment linked to NYMEX crude oil prices which the Company has determined is not clearly and closely related to the host contract, and the Company therefore bifurcated this embedded feature and reflected it at fair value in the consolidated financial statements. The fair value of this embedded derivative was determined using a modified Black-Scholes swaption pricing model which considers various assumptions, including quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the financial instrument , 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 rate used in the fair value of this instrument includes a measure of the counterparty’s nonperformance risk. Level 3 Fair Value Measurements — A third-party valuation specialist is utilized to determine the fair value of the Company’s 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. T he following table presents a reconciliation of changes in the fair value of financial assets or liabilities designated as Level 3 in the valuation hierarchy for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Fair value asset (liability), beginning of period $ (9,884) $ (7,541) $ (4,027) $ 53,530 Recognition of embedded derivatives associated with convertible note issuances - - (89,884) - Unrealized gains (losses) on commodity derivative contracts included in earnings (1) 288 (3,228) (5,569) (64,299) Unrealized gains on embedded derivatives included in earnings (1) - - 47,965 - Settlement of embedded derivatives upon conversion of convertible notes - - 41,919 - Transfers into (out of) Level 3 - - - - Fair value liability, end of period $ (9,596) $ (10,769) $ (9,596) $ (10,769) (1) Included in derivative gain, net in the consolidated statements of operations. Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s commodity derivative instrument designated as Level 3 are as follows: Derivative Instrument Valuation Technique Unobservable Input Amount Commodity derivative contract Income approach Market differential for crude oil $4.91 per Bbl 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 contract are the market differentials for crude oil over the term of the contract. Significant increases or decreases in these unobservable inputs in isolation would result in a significantly higher or lower, respectively, fair value liability measurement. Non-recurring Fair Value Measurements — The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including proved property and goodwill . 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 property or goodwill during the 2016 reporting periods presented. The following table presents information about the Company’s non-financial assets measured at fair value on a non-recurring basis as of September 30, 2015, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): Impairment Loss (Before Tax) Net Carrying Three and Nine Value as of Months Ended September 30, Fair Value Measurements Using September 30, 2015 Level 1 Level 2 Level 3 2015 Proved property (1) $ 531,775 $ - $ - $ 531,775 $ 1,602,226 Goodwill (2) - - - - 869,713 Total non-recurring assets at fair value $ 531,775 $ - $ - $ 531,775 $ 2,471,939 _____________________ (1) During the third quarter of 2015, proved oil and gas properties with a previous carrying amount of $2.1 billion were written down to their fair value as of September 30, 2015 of $531 million, resulting in a non-cash impairment charge of $1.5 billion which was recorded within exploration and impairment expense. The impaired properties consisted of the Company’s North Ward Estes field in Texas and other non-core proved oil and gas properties primarily in Texas, Wyoming, North Dakota and Colorado that were not being developed due to depressed oil and gas prices. Also during the third quarter of 2015, proved CO 2 properties at the Bravo Dome field in New Mexico and the McElmo Dome field in Colorado with a previous carrying amount of $63 million were written down to their fair value as of September 30, 2015 of $1 million, resulting in a non-cash impairment charge of $62 million which was also recorded within exploration and impairment expense. (2) During the third quarter of 2015, goodwill related to the acquisition of Kodiak with a previous carrying amount of $870 million was written down to its fair value of zero , resulting in a non-cash impairment charge of $870 million which was recorded as a separate line in the consolidated statements of operations. The following methods and assumptions were used to estimate the fair values of the non-financial assets in the table above: Proved Property Impairments . The Company tests proved property for impairment whenever events or changes in circumstances indicate that the fair value of these assets may be reduced below their carrying value. As a result of the significant decrease in the forward price curves for crude oil and natural gas during the third quarter of 2015, and the associated decline in oil and gas reserves over that same period, the Company performed a proved property impairment test as of September 30, 2015. The fair value was ascribed using income approach analyses based on the net discounted future cash flows from the producing property and a market approach analysis, which approaches have been probability-weighted. The discounted cash flows were based on management’s expectations for the future. Unobservable inputs included estimates of future oil and gas or CO 2 production, as the case may be, from the Company’s reserve reports, commodity prices based on sales contract terms or forward price curves (adjusted for basis differentials), operating and development costs, and a discount rate based on the Company’s weighted-average cost of capital (all of which were designated as Level 3 inputs within the fair value hierarchy). The impairment test indicated that a proved property impairment had occurred, and the Company therefore recorded a non-cash impairment charge to reduce the carrying value of the impaired property to its fair value at the measurement date. Goodwill Impairment. The Company tested goodwill for impairment annually in the second quarter or whenever events or changes in circumstances indicated that the fair value of its reporting unit may have been reduced below its carrying value. The Company performed its annual goodwill impairment test as of June 30, 2015, and determined that no impairment had occurred. However, as a result of a sustained decrease in the price of Whiting’s common stock during the third quarter of 2015 caused by a significant decline in crude oil and natural gas prices over that same period, the Company performed another goodwill impairment test as of September 30, 2015. The fair value of the Company’s reporting unit was ascribed using an income approach analysis based on the Company’s net discounted future cash flows and a market approach analysis. The discounted cash flows were based on management’s expectations for the future. Unobservable inputs included estimates of future oil and gas production from the Company’s reserve reports, commodity prices based on sales contract terms or forward price curves (adjusted for basis differentials), operating and development costs, and a discount rate based on the Company’s weighted-average cost of capital (all of which were designated as Level 3 inputs within the fair value hierarchy). The impairment test performed by the Company indicated that the fair value of its reporting unit was less than its carrying amount, and further that there was no remaining implied fair value attributable to goodwill. Based on these results, the Company recorded a non-cash impairment charge to reduce the carrying value of goodwill to zero . |
SHAREHOLDERS' EQUITY AND NONCON
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2016 | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST [Abstract] | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | 8 . SHAREHOLDERS ’ EQUITY AND NONCONTROLLING INTEREST Common Stock — In May 2016, Whiting’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 600,000,000 shares. 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. 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 include d 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 and any shares forfeited under the 2013 Equity Plan will be available for future issuance under the 2013 Equity Plan. However, shares netted for tax withholding under the 2013 Equity Plan will be cancelled and will not be available for future issuance. 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. At the Company’s 2016 Annual Meeting held on May 17, 2016, shareholders approved an amendment and restatement of the 2013 Equity Plan which increased the total number of shares issuable under the plan by 5,500,000 and revised certain award limits for employees and non-employee directors. Under the amended and restated 2013 Equity Plan , no employee or officer participant may be granted options for more than 900,000 shares of common stock, stock appreciation rights relating to more than 900,000 shares of common stock, or more than 600,000 shares of restricted stock during any calendar year. In addition, no non-employee director participant may be granted options for more than 100,000 shares of common stock, stock appreciation rights relating to more than 100,000 shares of common stock, or more than 100,000 shares of restricted stock during any calendar year. As of September 30, 2016 , 6,222,650 shares of common stock remained available for grant under the amended 2013 Equity Plan. 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): Nine Months Ended September 30, 2016 2015 Balance at beginning of period $ 7,984 $ 8,070 Net loss (18) (48) Balance at end of period $ 7,966 $ 8,022 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 9 . 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 and nine months ended September 30, 2016 and 2015 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. In addition, during the third quarter of 2016, the Company’s note exchange transactions triggered an ownership shift as defined under Section 382 of the Internal Revenue Code due to the “deemed share issuance” that resulted from the note exchanges. This triggering event will limit the Company’s usage of certain of its net operating losses and tax credits in the future. Accordingly, the Company recognized a write-down of deferred tax assets totaling $315 million and recorded a valuation allowance on its net operating losses of $139 million during the third quarter of 2016, resulting in a total non-cash charge of $454 million. The Company expects to record an additional valuation allowance of approximately $14 million in the fourth quarter of 2016 , bringing the total non-cash charge related to the Section 382 limitation to approximately $468 million. 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 | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 10 . EARNINGS PER SHARE The reconciliations between basic and diluted loss per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic Loss Per Share Numerator: Net loss available to common shareholders, basic $ (693,052) $ (1,865,108) $ (1,165,841) $ (2,120,493) Denominator: Weighted average shares outstanding, basic 280,418 204,143 237,100 192,549 Diluted Loss Per Share Numerator: Adjusted net loss available to common shareholders, diluted $ (693,052) $ (1,865,108) $ (1,165,841) $ (2,120,493) Denominator: Weighted average shares outstanding, diluted 280,418 204,143 237,100 192,549 Loss per common share, basic $ (2.47) $ (9.14) $ (4.92) $ (11.01) Loss per common share, diluted $ (2.47) $ (9.14) $ (4.92) $ (11.01) During the three months ended September 30, 2016 , the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of (i) 81, 549,680 shares issuable upon conversion of the Mandatory Convertible Notes , (ii) 1,240,145 shares of service-based restricted stock and (iii) 4,448 stock options. In addition, the diluted earnings per share calculation for the three months ended September 30, 2016 excludes the dilutive effect of 2,090,383 common shares for stock options that were out-of-the-money and 897,005 shares of restricted stock that did not meet its market-based vesting criteria as of September 30, 2016 . During the three months ended September 30, 2015 , the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 94,513 shares of service-based restricted stock and 59,320 stock options. In addition, the diluted earnings per share calculation for the three months ended September 30, 2015 excludes (i) the anti-dilutive effect of 359,270 incremental shares of restricted stock that did not meet its market-based vesting criteria as of September 30, 2015 and (ii) the dilutive effect of 712,778 common shares for stock options that were out-of-the-money. During the nine months ended September 30, 2016 , the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of (i) 27,478,601 shares issuable upon conversion of the Mandatory Convertible Notes, (ii) 1,351,434 shares of service-based restricted stock and (iii) 4,573 stock options. In addition, the diluted earnings per share calculation for the nine months ended September 30, 2016 excludes the dilutive effect of 2,065,797 common shares for stock options that were out-of-the-money and 523,351 shares of restricted stock that did not meet its market-based vesting criteria as of September 30, 2016 . During the nine months ended September 30, 2015 , the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 442,713 shares of service-based restricted stock and 94,434 stock options. In addition, the diluted earnings per share calculation for the nine months ended September 30, 2015 excludes (i) the anti-dilutive effect of 644,233 incremental shares of restricted stock that did not meet its market-based vesting criteria as of September 30, 2015 and (ii) the dilutive effect of 405,065 common shares for stock options that were out-of-the-money. As discussed in the “Long-Term Debt” footnote, the Company has the option to settle the 2020 Convertible Senior Notes with cash, shares of common stock or any combination thereof upon conversion. Based on the initial conversion price , the entire outstanding principal amount of the 2020 Convertible Senior Notes as of September 30 , 2016 would be convertible into approximately 21.9 million shares of the Company’s common stock. However, t he Company’s intent is to settle the principal amount of the 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 September 30, 2016 , the conversion value did not exceed the principal amount of the notes, and accordingly, there was no impact to diluted earnings per share or the related disclosures for th ose period s . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES During the second quarter of 2016, the Company terminated two ship-or-pay agreements with the same counterparty that expired in 2026, and incurred termination penalties totaling $1 million. Under the original agreements, the Company had committed to transport a minimum daily volume of crude oil or water, as the case may be, via certain pipelines or else pay for any deficiencies at prices stipulated in the contracts. The termination of these agreements reduced the Company’s future commitments under this agreement by approximately $67 million as of June 30, 2016. As discussed in the “Acquisitions and Divestitures” footnote, the Company sold its interest in the North Ward Estes field in Texas on July 27, 2016. In conjunction with this sale, the Company transferred to the buyer of the properties (i) a take-or-pay purchase agreement that expires in 2017 to buy certain volumes of CO 2 for use in the North Ward Estes EOR project, and (ii) a ship-or-pay agreement that expires in 2017 to transport a minimum daily volume of CO 2 via certain pipelines. The transfer of these agreements reduced the Company’s future commitments under these contracts by approximately $51 million as of the July 1, 2016 effective date of the sale. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 1 2 . SUBSEQUENT EVENTS In October 2016, the borrowing base under Whiting Oil and Gas’ credit agreement was reduced from $2.6 billion to $2.5 billion in connection with the November 1, 2016 regular borrowing base redetermination, with no change to the aggregate commitments of $2.5 billion. All other terms of the credit agreement remain unchanged. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
BASIS OF PRESENTATION [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements —The unaudited consolidated financial statements include the accounts of Whiting Petroleum Corporation and its consolidated subsidiaries. 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 and the SEC rules and regulations 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 Annual Report on Form 10-K for the period ended December 31, 2015 . Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2015 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 (i) convertible debt to be settled in shares , using the if-converted method and (ii) unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt to be settled in cash, all using the treasury stock method. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements —In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements To Employee Share-Based Payment Accounting (“ASU 2016-09”). The objective of this ASU is to simplify several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Portions of this ASU must be applied prospectively while other portions may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016 ‑09. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). The objective of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and should be applied using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016 ‑02. 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. The FASB subsequently issued ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, which deferred the effective date of ASU 2014-09 and provided additional implementation guidance. These ASUs are effective for fiscal years, and interim periods within those years, beginning after December 31, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company is currently evaluating the impact of adopting these standards on its consolidated financial statements, as well as the transition method to be applied. |
FAIR VALUE MEASUREMENTS (Policy
FAIR VALUE MEASUREMENTS (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value of Financial Instruments | 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. Cash and cash equivalents, accounts receivable and accounts 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. |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
OIL AND GAS PROPERTIES [Abstract] | |
Net capitalized costs related to oil and gas producing activities | September 30, December 31, 2016 2015 Proved leasehold costs $ 3,276,456 $ 3,206,237 Unproved leasehold costs 482,042 689,754 Costs of completed wells and facilities 9,436,415 9,503,020 Wells and facilities in progress 526,251 505,514 Total oil and gas properties, successful efforts method 13,721,164 13,904,525 Accumulated depletion (4,138,786) (3,279,156) Oil and gas properties, net $ 9,582,378 $ 10,625,369 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM DEBT [Abstract] | |
Schedule of long-term debt | September 30, December 31, 2016 2015 Credit agreement $ 650,000 $ 800,000 6.5% Senior Subordinated Notes due 2018 275,121 350,000 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 5,975 - 5% Senior Notes due 2019 961,409 1,100,000 5% Mandatory Convertible Senior Notes due 2019 4,651 - 1.25% Convertible Senior Notes due 2020 562,075 1,250,000 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 380,385 - 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 87,404 - 5.75% Senior Notes due 2021 873,609 1,200,000 5.75% Mandatory Convertible Senior Notes due 2021 125,218 - 6.25% Senior Notes due 2023 408,296 750,000 6.25% Mandatory Convertible Senior Notes due 2023 117,333 - Total principal 4,451,476 5,450,000 Unamortized debt discounts and premiums (331,338) (203,082) Unamortized debt issuance costs on notes (34,509) (49,214) Total long-term debt $ 4,085,629 $ 5,197,704 |
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 1.00% 2.00% 0.50% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.50% 2.50% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.75% 2.75% 0.50% Greater than or equal to 0.90 to 1.0 2.00% 3.00% 0.50% |
Schedule of convertible senior notes | September 30, December 31, 2016 2015 Liability component: Principal $ 562,075 $ 1,250,000 Less: unamortized note discount (77,680) (205,572) Less: unamortized debt issuance costs (6,436) (17,277) Net carrying value $ 477,959 $ 1,027,151 Equity component (1) $ 136,522 $ 237,500 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $ 50 million of deferred taxes as of September 30, 2016 and $ 5 million of issuance costs and $88 million of deferred taxes as of December 31, 2015 . |
Interest expense on convertible senior notes | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Interest expense on 2020 Convertible Senior Notes $ 6,745 $ 14,395 $ 36,068 $ 29,276 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Schedule of reconciliation of the Company's asset retirement obligations | Asset retirement obligation at January 1, 2016 $ 161,908 Additional liability incurred 1,768 Revisions to estimated cash flows 5,412 Accretion expense 10,512 Obligations on sold properties (2,102) Liabilities settled (5,841) Asset retirement obligation at September 30, 2016 $ 171,657 |
DERIVATIVE FINANCIAL INSTRUME25
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Financial Instruments [Line Items] | |
Schedule of effects of commodity derivative instruments | (Gain) Loss Recognized in Income Not Designated as Statement of Operations Nine Months Ended September 30, ASC 815 Hedges Classification 2016 2015 Commodity contracts Derivative gain, net $ 27,663 $ (115,215) Embedded derivatives Derivative gain, net (56,095) - Total $ (28,432) $ (115,215) (Gain) Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended September 30, ASC 815 Hedges Classification 2016 2015 Commodity contracts Derivative gain, net $ (22,302) $ (207,783) Embedded derivatives Derivative gain, net (8,130) - Total $ (30,432) $ (207,783) |
Location and fair value of derivative instruments | September 30, 2016 (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 $ 64,867 $ (30,813) $ 34,054 Commodity contracts - non-current Other long-term assets 16,069 (15,126) 943 Embedded derivatives - non-current Other long-term assets 47,370 - 47,370 Total derivative assets $ 128,306 $ (45,939) $ 82,367 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 33,787 $ (30,813) $ 2,974 Commodity contracts - non-current Other long-term liabilities 22,693 (15,126) 7,567 Total derivative liabilities $ 56,480 $ (45,939) $ 10,541 December 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 $ 258,778 $ (100,049) $ 158,729 Commodity contracts - non-current Other long-term assets 31,415 (3,465) 27,950 Total derivative assets $ 290,193 $ (103,514) $ 186,679 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 101,214 $ (100,049) $ 1,165 Commodity contracts - non-current Other long-term liabilities 6,327 (3,465) 2,862 Total derivative liabilities $ 107,541 $ (103,514) $ 4,027 (1) Because counterparties to the Company’s financial derivative contracts subject to master netting arrangements 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 se tables. |
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) Oct - Dec 2016 4,200,000 $43.75 - $53.75 - $74.40 Jan - Dec 2017 11,400,000 $34.21 - $44.47 - $60.06 Collars Oct - Dec 2016 750,000 $51.00 - $63.48 Jan - Dec 2017 3,000,000 $53.00 - $70.44 Total 19,350,000 (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) | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Summary of the fair values and carrying value of debt instruments | September 30, 2016 December 31, 2015 Fair Carrying Fair Carrying Value Value (3) Value Value (3) 6.5% Senior Subordinated Notes due 2018 (1) $ 269,619 $ 273,290 $ 265,125 $ 346,876 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 (2) 6,230 3,768 - - 5% Senior Notes due 2019 (1) 918,146 956,098 830,500 1,092,219 5% Mandatory Convertible Senior Notes due 2019 (2) 4,817 2,904 - - 1.25% Convertible Senior Notes due 2020 (1) 460,154 477,959 850,000 1,027,151 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 (2) 357,460 243,127 - - 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 (2) 82,136 56,648 - - 5.75% Senior Notes due 2021 (1) 812,456 868,261 870,000 1,191,861 5.75% Mandatory Convertible Senior Notes due 2021 (2) 125,327 77,698 - - 6.25% Senior Notes due 2023 (1) 374,612 403,103 543,750 739,597 6.25% Mandatory Convertible Senior Notes due 2023 (2) 116,807 72,773 - - Total $ 3,527,764 $ 3,435,629 $ 3,359,375 $ 4,397,704 (1) 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. (2) Fair value is determined using a binomial lattice model which considers various inputs including (i) Whiting’s common stock price, (ii) risk-free rates based on U.S. Treasury rates, (iii) recovery rates in the event of default, (iv) default intensity, and (v) volatility of Whiting’s common stock. The expected volatility and default intensity used in the valuation are unobservable in the marketplace and significant to the valuation methodology, and such fair value is therefore designated as Level 3 within the valuation hierarchy. (3) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums, including discounts related to the beneficial conversion features associated with the Mandatory Convertible Notes. |
Fair value assets and liabilities measured on a recurring basis | Total Fair Value Level 1 Level 2 Level 3 September 30, 2016 Financial Assets Commodity derivatives – current $ - $ 34,054 $ - $ 34,054 Commodity derivatives – non-current - 943 - 943 Embedded derivatives – non-current - 47,370 - 47,370 Total financial assets $ - $ 82,367 $ - $ 82,367 Financial Liabilities Commodity derivatives – current $ - $ 29 $ 2,945 $ 2,974 Commodity derivatives – non-current - 916 6,651 7,567 Total financial liabilities $ - $ 945 $ 9,596 $ 10,541 Total Fair Value Level 1 Level 2 Level 3 December 31, 2015 Financial Assets Commodity derivatives – current $ - $ 158,729 $ - $ 158,729 Commodity derivatives – non-current - 27,950 - 27,950 Total financial assets $ - $ 186,679 $ - $ 186,679 Financial Liabilities Commodity derivatives – current $ - $ - $ 1,165 $ 1,165 Commodity derivatives – non-current - - 2,862 2,862 Total financial liabilities $ - $ - $ 4,027 $ 4,027 |
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Fair value asset (liability), beginning of period $ (9,884) $ (7,541) $ (4,027) $ 53,530 Recognition of embedded derivatives associated with convertible note issuances - - (89,884) - Unrealized gains (losses) on commodity derivative contracts included in earnings (1) 288 (3,228) (5,569) (64,299) Unrealized gains on embedded derivatives included in earnings (1) - - 47,965 - Settlement of embedded derivatives upon conversion of convertible notes - - 41,919 - Transfers into (out of) Level 3 - - - - Fair value liability, end of period $ (9,596) $ (10,769) $ (9,596) $ (10,769) (1) Included in derivative gain, net in the consolidated statements of operations. |
Significant unobservable inputs used in the fair value measurement | Derivative Instrument Valuation Technique Unobservable Input Amount Commodity derivative contract Income approach Market differential for crude oil $4.91 per Bbl |
Non-financial assets and liabilities measured at fair value on a nonrecurring basis | Impairment Loss (Before Tax) Net Carrying Three and Nine Value as of Months Ended September 30, Fair Value Measurements Using September 30, 2015 Level 1 Level 2 Level 3 2015 Proved property (1) $ 531,775 $ - $ - $ 531,775 $ 1,602,226 Goodwill (2) - - - - 869,713 Total non-recurring assets at fair value $ 531,775 $ - $ - $ 531,775 $ 2,471,939 _____________________ (1) During the third quarter of 2015, proved oil and gas properties with a previous carrying amount of $2.1 billion were written down to their fair value as of September 30, 2015 of $531 million, resulting in a non-cash impairment charge of $1.5 billion which was recorded within exploration and impairment expense. The impaired properties consisted of the Company’s North Ward Estes field in Texas and other non-core proved oil and gas properties primarily in Texas, Wyoming, North Dakota and Colorado that were not being developed due to depressed oil and gas prices. Also during the third quarter of 2015, proved CO 2 properties at the Bravo Dome field in New Mexico and the McElmo Dome field in Colorado with a previous carrying amount of $63 million were written down to their fair value as of September 30, 2015 of $1 million, resulting in a non-cash impairment charge of $62 million which was also recorded within exploration and impairment expense. (2) During the third quarter of 2015, goodwill related to the acquisition of Kodiak with a previous carrying amount of $870 million was written down to its fair value of zero , resulting in a non-cash impairment charge of $870 million which was recorded as a separate line in the consolidated statements of operations. |
SHAREHOLDERS' EQUITY AND NONC27
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST [Abstract] | |
Schedule of noncontrolling interest | Nine Months Ended September 30, 2016 2015 Balance at beginning of period $ 7,984 $ 8,070 Net loss (18) (48) Balance at end of period $ 7,966 $ 8,022 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EARNINGS PER SHARE [Abstract] | |
Reconciliations between basic and diluted earnings per share | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic Loss Per Share Numerator: Net loss available to common shareholders, basic $ (693,052) $ (1,865,108) $ (1,165,841) $ (2,120,493) Denominator: Weighted average shares outstanding, basic 280,418 204,143 237,100 192,549 Diluted Loss Per Share Numerator: Adjusted net loss available to common shareholders, diluted $ (693,052) $ (1,865,108) $ (1,165,841) $ (2,120,493) Denominator: Weighted average shares outstanding, diluted 280,418 204,143 237,100 192,549 Loss per common share, basic $ (2.47) $ (9.14) $ (4.92) $ (11.01) Loss per common share, diluted $ (2.47) $ (9.14) $ (4.92) $ (11.01) |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
OIL AND GAS PROPERTIES [Abstract] | ||
Proved leasehold costs | $ 3,276,456 | $ 3,206,237 |
Unproved leasehold costs | 482,042 | 689,754 |
Costs of completed wells and facilities | 9,436,415 | 9,503,020 |
Wells and facilities in progress | 526,251 | 505,514 |
Total oil and gas properties, successful efforts method | 13,721,164 | 13,904,525 |
Accumulated depletion | (4,138,786) | (3,279,156) |
Oil and gas properties, net | $ 9,582,378 | $ 10,625,369 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Details) | Jun. 01, 2015USD ($)stateitem | May 01, 2015USD ($)stateitem | Jul. 31, 2016USD ($)contract$ / bbl | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale | $ 150,000,000 | $ 108,000,000 | $ 300,000,000 | $ 75,000,000 | |
Gain (loss) on sale | $ (118,000,000) | $ 29,000,000 | $ (188,000,000) | ||
The number of contracts sold in a divestiture | contract | 2 | ||||
Number of well sold | item | 2,000 | ||||
Number of fields, in which sold wells are located | item | 132 | 187 | |||
Number of states, in which sold wells are located | state | 10 | 14 | |||
Additional proceeds from disposal for specified period for each $0.01 average NYMEX futures is above threshold price per Bbl | $ 100,000 | ||||
Average price per Bbl threshold for additional proceeds from sale | $ / bbl | 50 | ||||
Maximum possible additional proceeds from divestiture of business | $ 100,000,000 | ||||
Interest from possible secured promissory note | 8.00% | ||||
Non-Core Producing Oil And Gas Wells And Undeveloped Acreage [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale | $ 176,000,000 | ||||
Gain (loss) on sale | $ 28,000,000 | ||||
Embedded derivatives [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Fair Value of asset | $ 39,000,000 |
LONG-TERM DEBT (Credit agreemen
LONG-TERM DEBT (Credit agreement) (Details) - Whiting Oil and Gas Corporation [Member] - Credit Agreement [Member] - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016 | Oct. 31, 2016 | Jul. 27, 2016 | Dec. 31, 2015 | |
Debt disclosures [Line Items] | ||||
Maximum borrowing capacity of credit facility | $ 2,600,000 | $ 2,500,000 | $ 2,750 | |
Maximum aggregate commitments | 2,500,000 | |||
Borrowing capacity of credit facility, net of letter of credit | 1,800,000 | |||
Permitted issuance of second lien indebtedness maximum amount | 1,000,000 | |||
Outstanding borrowings under credit facility | 650,000 | |||
Letters of credit borrowings outstanding | 11,000 | |||
Portion of line of credit available for issuance of letters of credit | 50,000 | |||
Amount of revolving credit agreement available for additional letters of credit under the agreement | $ 39,000 | |||
Weighted average interest rate | 2.90% | 1.90% | ||
Retained earnings free from restrictions | $ 0 | |||
Minimum consolidated current assets to consolidated current liabilities ratio (percentage) | 1 | |||
Total senior secured debt to EBITDAX ratio (percentage) | 3 | |||
EBITDAX to consolidated interest charges | 2.25 | |||
Subsequent Event [Member] | ||||
Debt disclosures [Line Items] | ||||
Maximum borrowing capacity of credit facility | $ 2,500,000 | |||
April 1, 2018 Or Commencement Of An Investment-Grade Debt Rating Period [Member] | ||||
Debt disclosures [Line Items] | ||||
Total debt to EBITDAX ratio (percentage) | 4 | |||
Base Rate [Member] | ||||
Debt disclosures [Line Items] | ||||
Basis points added to reference rate (as a percent) | 0.50% | |||
Variable interest rate basis | federal funds | |||
LIBOR [Member] | ||||
Debt disclosures [Line Items] | ||||
Basis points added to reference rate (as a percent) | 1.00% | |||
Variable interest rate basis | LIBOR |
LONG-TERM DEBT (Schedule of lon
LONG-TERM DEBT (Schedule of long-term debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jul. 01, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 |
Debt Instrument [Line Items] | ||||||||
Total principal | $ 4,451,476 | $ 5,450,000 | ||||||
Unamortized debt discounts and premiums | (331,338) | (203,082) | ||||||
Unamortized debt issuance costs on notes | (34,509) | (49,214) | ||||||
Total long-term debt | 4,085,629 | 5,197,704 | ||||||
Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | 650,000 | 800,000 | ||||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 275,121 | $ 350,000 | ||||||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% | 6.50% | |||||
Senior Notes [Member] | 5% Senior Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 961,409 | $ 1,100,000 | ||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | 5.00% | |||||
Senior Notes [Member] | 5.75% Senior Notes due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 873,609 | $ 1,200,000 | ||||||
Interest rate on debt instrument (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | ||||
Senior Notes [Member] | 6.25% Senior Notes due 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 408,296 | $ 750,000 | ||||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | ||||
Convertible Senior Notes [Member] | 5% Mandatory Convertible Senior Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 4,651 | |||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | ||||||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 562,075 | $ 562,000 | $ 1,250,000 | |||||
Unamortized debt issuance costs on notes | $ (6,436) | $ (17,277) | $ (25,000) | |||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | 1.25% | |||||
Convertible Senior Notes [Member] | 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 380,385 | |||||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | ||||||
Convertible Senior Notes [Member] | 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 87,404 | |||||||
Interest rate on debt instrument (as a percent) | 1.25% | |||||||
Convertible Senior Notes [Member] | 5.75% Mandatory Convertible Senior Notes due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 125,218 | |||||||
Interest rate on debt instrument (as a percent) | 5.75% | 5.75% | ||||||
Convertible Senior Notes [Member] | 6.25% Mandatory Convertible Senior Notes due 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 117,333 | |||||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | ||||||
Convertible Senior Subordinated Notes [Member] | 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total principal | $ 5,975 | |||||||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% |
LONG-TERM DEBT (Summary of marg
LONG-TERM DEBT (Summary of margin rates and commitment fees) (Details) - Credit Agreement [Member] - Whiting Oil and Gas Corporation [Member] | 9 Months Ended |
Sep. 30, 2016 | |
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) | 0.50% |
Less than 0.25 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.00% |
Less than 0.25 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.00% |
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 | 0.50 |
Commitment Fee (as a percent) | 0.50% |
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) | 1.25% |
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) | 2.25% |
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 | 0.50 |
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) | 1.50% |
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) | 2.50% |
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 | 0.90 |
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) | 1.75% |
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) | 2.75% |
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 | 0.90 |
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) | 2.00% |
Greater than or equal to 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 3.00% |
LONG-TERM DEBT (Senior notes an
LONG-TERM DEBT (Senior notes and senior subordinated notes) (Details) - USD ($) shares in Millions | Aug. 12, 2016 | Jul. 01, 2016 | Mar. 23, 2016 | Dec. 31, 2015 | May 31, 2015 | Mar. 31, 2015 | Jan. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 08, 2014 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 |
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 5,450,000,000 | $ 4,451,476,000 | $ 4,451,476,000 | $ 5,450,000,000 | ||||||||||||
(Gain) loss on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | $ 46,541,000 | (42,236,000) | $ (5,634,000) | |||||||||||
Cash charge related to the redemption premium | $ 41,919,000 | |||||||||||||||
Non cash charges | $ 14,000,000 | 113,000,000 | ||||||||||||||
Aggregate principal amount exchanged | $ 477,000,000 | |||||||||||||||
Number of shares upon settlement of conversion | 4.9 | |||||||||||||||
Percentage of owned subsidiaries | 100.00% | |||||||||||||||
Kodiak Notes [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 0 | $ 0 | ||||||||||||||
New Convertible Notes [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 0 | |||||||||||||||
Cash paid for early conversion of notes, including accrued and unpaid interest | 46,000,000 | |||||||||||||||
(Gain) loss on extinguishment of debt | 91,000,000 | (188,000,000) | ||||||||||||||
Non cash charges | 4,000,000 | |||||||||||||||
Aggregate principal amount converted into shares | $ 477,000,000 | |||||||||||||||
Number of shares upon settlement of conversion | 41.8 | |||||||||||||||
Senior Subordinated Notes And Senior Notes [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Aggregate principal amount exchanged | 405,000,000 | |||||||||||||||
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% | 6.50% | 6.50% | 6.50% | |||||||||||
Notes Issued | $ 350,000,000 | |||||||||||||||
Total principal | $ 350,000,000 | $ 275,121,000 | $ 275,121,000 | $ 350,000,000 | ||||||||||||
Aggregate principal amount exchanged | 26,000,000 | 49,000,000 | ||||||||||||||
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% | 5.00% | 5.00% | |||||||||||
Notes Issued | $ 1,100,000,000 | |||||||||||||||
Total principal | $ 1,100,000,000 | $ 961,409,000 | $ 961,409,000 | $ 1,100,000,000 | ||||||||||||
Aggregate principal amount exchanged | 42,000,000 | 97,000,000 | ||||||||||||||
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% | 5.75% | 5.75% | ||||||||||
Notes Issued | $ 800,000,000 | $ 400,000,000 | ||||||||||||||
Total principal | $ 1,200,000,000 | $ 873,609,000 | $ 873,609,000 | $ 1,200,000,000 | ||||||||||||
Debt, effective interest rate | 5.50% | 5.50% | ||||||||||||||
Premium as a percentage of par | 101.00% | |||||||||||||||
Aggregate principal amount exchanged | 174,000,000 | 152,000,000 | ||||||||||||||
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Interest rate on debt instrument (as a percent) | 8.125% | 8.125% | ||||||||||||||
Notes Issued | $ 800,000,000 | |||||||||||||||
Notes repurchased, principal amount | 798,000,000 | $ 2,000,000 | 798,000,000 | |||||||||||||
Repurchase of notes | $ 2,475,000 | |||||||||||||||
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 | |||||||||||||||
Notes repurchased, principal amount | $ 4,000,000 | 346,000,000 | ||||||||||||||
Repurchase of notes | $ 353,500,000 | |||||||||||||||
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 | |||||||||||||||
Notes repurchased, principal amount | 1,000,000 | 399,000,000 | ||||||||||||||
Repurchase of notes | $ 404,000,000 | |||||||||||||||
Senior Notes [Member] | Repurchased Kodiak Notes [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Notes repurchased, principal amount | $ 1,550,000,000 | |||||||||||||||
Repurchase of notes | $ 834,000,000 | $ 5,000,000 | $ 760,000,000 | |||||||||||||
Percentage of redemption price | 104.063% | 101.00% | 101.00% | 101.00% | ||||||||||||
(Gain) loss on extinguishment of debt | (18,000,000) | |||||||||||||||
Cash charge related to the redemption premium | 40,000,000 | |||||||||||||||
Non cash charges | $ 22,000,000 | |||||||||||||||
Senior Notes [Member] | 6.25% Senior Notes due 2023 [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | ||||||||||
Notes Issued | $ 750,000,000 | |||||||||||||||
Total principal | $ 750,000,000 | $ 408,296,000 | $ 408,296,000 | $ 750,000,000 | ||||||||||||
Aggregate principal amount exchanged | $ 163,000,000 | $ 179,000,000 |
LONG-TERM DEBT (Exchange of sen
LONG-TERM DEBT (Exchange of senior notes and senior subordinated notes for convertible notes) (Details) | Aug. 12, 2016USD ($) | Jul. 01, 2016USD ($) | Mar. 23, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares$ / item | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares$ / item | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2013USD ($) | Sep. 26, 2013USD ($) | Sep. 30, 2010USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 477,000,000 | |||||||||||
Aggregate principal amount | $ 4,451,476,000 | $ 4,451,476,000 | $ 5,450,000,000 | |||||||||
(Gain) loss on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | 46,541,000 | (42,236,000) | $ (5,634,000) | |||||||
Non cash charges | $ 14,000,000 | 113,000,000 | ||||||||||
Deferred Finance Costs, Net | 34,509,000 | 34,509,000 | 49,214,000 | |||||||||
6.5% Senior Subordinated Notes due 2018 [Member] | Senior Subordinated Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | 26,000,000 | $ 49,000,000 | ||||||||||
Aggregate principal amount | $ 275,121,000 | $ 275,121,000 | $ 350,000,000 | |||||||||
Interest Rate (as a percent) | 6.50% | 6.50% | 6.50% | 6.50% | ||||||||
Principal | $ 350,000,000 | |||||||||||
6.5% Convertible Senior Subordinated Notes due 2018 [Member] | Convertible Senior Subordinated Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Rate (as a percent) | 6.50% | |||||||||||
Principal | $ 49,000,000 | |||||||||||
Conversion ratio | 86.9565 | |||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||||
Conversion price per share | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | 42,000,000 | $ 97,000,000 | ||||||||||
Aggregate principal amount | $ 961,409,000 | $ 961,409,000 | $ 1,100,000,000 | |||||||||
Interest Rate (as a percent) | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||
Principal | $ 1,100,000,000 | |||||||||||
5% Convertible Senior Notes due 2019 [Member] | Convertible Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Rate (as a percent) | 5.00% | |||||||||||
Principal | $ 97,000,000 | |||||||||||
Conversion ratio | 90.9091 | |||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||||
Conversion price per share | $ / shares | $ 11 | $ 11 | ||||||||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | 174,000,000 | $ 152,000,000 | ||||||||||
Aggregate principal amount | $ 873,609,000 | $ 873,609,000 | $ 1,200,000,000 | |||||||||
Interest Rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | |||||||
Principal | $ 800,000,000 | $ 400,000,000 | ||||||||||
5.75% Convertible Senior Notes due 2021 [Member] | Convertible Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Rate (as a percent) | 5.75% | |||||||||||
Principal | $ 152,000,000 | |||||||||||
Conversion ratio | 86.9565 | |||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||||
Conversion price per share | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount exchanged | $ 163,000,000 | $ 179,000,000 | ||||||||||
Aggregate principal amount | $ 408,296,000 | $ 408,296,000 | $ 750,000,000 | |||||||||
Interest Rate (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | |||||||
Principal | $ 750,000,000 | |||||||||||
6.25% Convertible Senior Notes due 2023 [Member] | Convertible Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Rate (as a percent) | 6.25% | |||||||||||
Principal | $ 179,000,000 | |||||||||||
Conversion ratio | 86.9565 | |||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||||
Conversion price per share | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
New Convertible Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 0 | |||||||||||
(Gain) loss on extinguishment of debt | 91,000,000 | $ (188,000,000) | ||||||||||
Non cash charges | 4,000,000 | |||||||||||
Fair value of embedded derivatives for conversion options | 90,000,000 | |||||||||||
Fair value difference from principal amount | 95,000,000 | |||||||||||
Unamortized debt discount | 185,000,000 | |||||||||||
Deferred Finance Costs, Net | $ 8,000,000 |
LONG-TERM DEBT (Convertible sen
LONG-TERM DEBT (Convertible senior notes) (Details) | Jul. 01, 2016USD ($) | Jun. 29, 2016USD ($) | Mar. 23, 2016USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($)$ / shares$ / item | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)item$ / shares$ / item | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 27, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt finance cost | $ 34,509,000 | $ 34,509,000 | $ 49,214,000 | |||||||
Interest expense | 84,578,000 | $ 84,551,000 | 245,145,000 | $ 247,984,000 | ||||||
Aggregate principal amount exchanged | $ 477,000,000 | |||||||||
Carrying value of debt instrument | 4,451,476,000 | 4,451,476,000 | 5,450,000,000 | |||||||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 1,250,000,000 | $ 562,075,000 | $ 562,075,000 | $ 1,250,000,000 | ||||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | |||||
Net proceeds | 1,200,000,000 | |||||||||
Debt finance cost | $ 25,000,000 | $ 6,436,000 | $ 6,436,000 | $ 17,277,000 | ||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||
Conversion ratio | 25.6410 | |||||||||
Conversion price per $1,000 principal amount of notes | $ / shares | $ 39 | $ 39 | ||||||||
Debt, effective interest rate | 5.60% | 5.60% | ||||||||
Carrying value of convertible debt | $ 477,959,000 | $ 477,959,000 | 1,027,151,000 | |||||||
Debt discount | 77,680,000 | 77,680,000 | 205,572,000 | $ 238,000,000 | ||||||
Estimated fair value of Notes | $ 1,000,000,000 | |||||||||
Aggregate principal amount exchanged | $ 559,000,000 | $ 129,000,000 | ||||||||
Carrying value of debt instrument | $ 562,000,000 | $ 562,075,000 | $ 562,075,000 | $ 1,250,000,000 | ||||||
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 | item | 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 | $ / item | 1,000 | 1,000 | ||||||||
Threshold percentage of product of stock price and conversion rate | 98.00% |
LONG-TERM DEBT (Schedule of con
LONG-TERM DEBT (Schedule of convertible senior notes) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 27, 2015 | ||
Debt Instrument [Line Items] | |||||
Less: unamortized debt issuance costs | $ (34,509,000) | $ (49,214,000) | |||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal | 562,075,000 | 1,250,000,000 | $ 1,250,000,000 | ||
Less: unamortized note discount | (77,680,000) | (205,572,000) | $ (238,000,000) | ||
Less: unamortized debt issuance costs | (6,436,000) | (17,277,000) | $ (25,000,000) | ||
Net carrying value | 477,959,000 | 1,027,151,000 | |||
Equity component | [1] | 136,522,000 | 237,500,000 | ||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | Equity Component Of Convertible Senior Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Less: unamortized debt issuance costs | (5,000,000) | (5,000,000) | |||
Equity component of convertible debt, deferred taxes | $ 50,000,000 | $ 88,000,000 | |||
[1] | Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes as of September 30, 2016 and $5 million of issuance costs and $88 million of deferred taxes as of December 31, 2015.The following table presents the i |
LONG-TERM DEBT (Interest expens
LONG-TERM DEBT (Interest expense on convertible senior notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 6,745 | $ 14,395 | $ 36,068 | $ 29,276 |
LONG-TERM DEBT (Exchange of con
LONG-TERM DEBT (Exchange of convertible senior notes for mandatory convertible senior notes) (Details) $ / shares in Units, shares in Millions | Aug. 12, 2016USD ($)shares | Jul. 26, 2016USD ($)shares | Jul. 01, 2016USD ($)item$ / shares$ / item | Jun. 29, 2016USD ($)item$ / shares$ / item | Mar. 23, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares$ / item | Sep. 30, 2016USD ($)$ / shares$ / item | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 27, 2015USD ($) | Sep. 30, 2013USD ($) | Sep. 26, 2013USD ($) | Sep. 30, 2010USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | $ 477,000,000 | |||||||||||||
Gain on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | $ 46,541,000 | $ (42,236,000) | $ (5,634,000) | |||||||||
Non cash charges | $ 14,000,000 | 113,000,000 | ||||||||||||
Reduction of equity component of 2020 Convertible Senior Notes upon extinguishment, net | 63,330,000 | |||||||||||||
Accrued transaction costs attributable to note issuance | 14,000,000 | |||||||||||||
Number of shares upon settlement of conversion | shares | 4.9 | |||||||||||||
Cash paid for accrued and unpaid interest on notes | $ 1,000,000 | |||||||||||||
Senior Notes, 1.25% Convertible Senior Notes due 2020, and Senior Subordinated Notes [Member | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | 964,000,000 | |||||||||||||
Mandatory Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gain on extinguishment of debt | $ 3,000,000 | |||||||||||||
Recognition of beneficial conversion features on convertible notes | 233,000,000 | 232,801,000 | ||||||||||||
Debt discount | $ 69,000,000 | $ 302,000,000 | $ 302,000,000 | |||||||||||
Aggregate principal amount converted into shares | $ 333,000,000 | |||||||||||||
Number of shares upon settlement of conversion | shares | 33.2 | |||||||||||||
Cash paid for accrued and unpaid interest on notes | $ 3,000,000 | |||||||||||||
After Observation Period [Member] | Mandatory Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | item | 20 | |||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||
Conversion price per share | $ / shares | $ 8.75 | |||||||||||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | $ 26,000,000 | 49,000,000 | ||||||||||||
Principal | $ 350,000,000 | |||||||||||||
Interest Rate (as a percent) | 6.50% | 6.50% | 6.50% | 6.50% | ||||||||||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | 559,000,000 | $ 129,000,000 | ||||||||||||
Principal | $ 562,075,000 | $ 562,075,000 | $ 1,250,000,000 | $ 1,250,000,000 | ||||||||||
Interest Rate (as a percent) | 1.25% | 1.25% | 1.25% | 1.25% | ||||||||||
Reduction of equity component of 2020 Convertible Senior Notes upon extinguishment, net | 63,000,000 | |||||||||||||
Debt discount | $ 77,680,000 | $ 77,680,000 | $ 205,572,000 | $ 238,000,000 | ||||||||||
Conversion price per share | $ / shares | $ 39 | $ 39 | ||||||||||||
Conversion ratio | 25.6410 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | 1,000 | ||||||||||||
Convertible Senior Notes [Member] | 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 129,000,000 | |||||||||||||
Interest Rate (as a percent) | 1.25% | 1.25% | ||||||||||||
Days met threshold price to trigger conversion feature | 8 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 8.00% | |||||||||||||
Conversion price per share | $ / shares | $ 9.45 | |||||||||||||
Conversion ratio | 105.82 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||||||||||
Convertible Senior Notes [Member] | 5% Mandatory Convertible Senior Notes due 2019 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 42,000,000 | |||||||||||||
Interest Rate (as a percent) | 5.00% | 5.00% | 5.00% | |||||||||||
Days met threshold price to trigger conversion feature | 7 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 0.50% | |||||||||||||
Conversion price per share | $ / shares | $ 8.79 | |||||||||||||
Conversion ratio | 113.72 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||||||||||
Convertible Senior Notes [Member] | 1.25% Mandatory Convertible Senior Notes due 2020, Series 1 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 559,000,000 | |||||||||||||
Interest Rate (as a percent) | 1.25% | 1.25% | 1.25% | |||||||||||
Days met threshold price to trigger conversion feature | 8 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 8.00% | |||||||||||||
Conversion price per share | $ / shares | $ 9.45 | |||||||||||||
Conversion ratio | 105.82 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||||||||||
Convertible Senior Notes [Member] | 5.75% Mandatory Convertible Senior Notes due 2021 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 174,000,000 | |||||||||||||
Interest Rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||||||||
Days met threshold price to trigger conversion feature | 7 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 2.50% | |||||||||||||
Conversion price per share | $ / shares | $ 8.97 | |||||||||||||
Conversion ratio | 111.50 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||||||||||
Convertible Senior Notes [Member] | 6.25% Mandatory Convertible Senior Notes due 2023 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 163,000,000 | |||||||||||||
Interest Rate (as a percent) | 6.25% | 6.25% | 6.25% | |||||||||||
Days met threshold price to trigger conversion feature | 7 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 3.50% | |||||||||||||
Conversion price per share | $ / shares | $ 9.06 | |||||||||||||
Conversion ratio | 110.42 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||||||||||
Convertible Senior Notes [Member] | Mandatory Convertible Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of the principal amount converted per day | 4.00% | |||||||||||||
Observation period | 25 days | |||||||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 8.75 | |||||||||||||
Senior Notes [Member] | 5% Senior Notes due 2019 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | $ 42,000,000 | 97,000,000 | ||||||||||||
Principal | $ 1,100,000,000 | |||||||||||||
Interest Rate (as a percent) | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||
Senior Notes [Member] | 5.75% Senior Notes due 2021 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | 174,000,000 | 152,000,000 | ||||||||||||
Principal | $ 800,000,000 | $ 400,000,000 | ||||||||||||
Interest Rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | 5.75% | |||||||||
Senior Notes [Member] | 6.25% Senior Notes due 2023 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount exchanged | 163,000,000 | $ 179,000,000 | ||||||||||||
Principal | $ 750,000,000 | |||||||||||||
Interest Rate (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | |||||||||
Convertible Senior Subordinated Notes [Member] | 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal | $ 26,000,000 | |||||||||||||
Interest Rate (as a percent) | 6.50% | 6.50% | 6.50% | |||||||||||
Days met threshold price to trigger conversion feature | 7 days | |||||||||||||
Trading days within the Observation Period | 25 days | |||||||||||||
Multiplier for volume weighted average price | item | 1 | |||||||||||||
Percent added volume weighted average price multiplier | 0.00% | |||||||||||||
Conversion price per share | $ / shares | $ 8.75 | |||||||||||||
Conversion ratio | 114.29 | |||||||||||||
Principal amount per conversion ratio | $ / item | 1,000 |
LONG-TERM DEBT (Induced convers
LONG-TERM DEBT (Induced conversion of mandatory convertible notes) (Details) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 12, 2016USD ($)$ / shares$ / itemshares | Jul. 01, 2016USD ($) | Mar. 23, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Aggregate principal amount exchanged | $ 477,000 | |||||
Number of shares upon settlement of conversion | shares | 4.9 | |||||
Cash paid for accrued and unpaid interest on notes | $ 1,000 | |||||
(Gain) loss on extinguishment of debt | 4,000 | $ 57,000 | $ 46,541 | $ (42,236) | $ (5,634) | |
Non cash charges | 14,000 | $ 113,000 | ||||
Convertible Senior Notes [Member] | Induced Conversion of 5% Mandatory Convertible Senior Notes due 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount exchanged | $ 25,000 | |||||
Conversion price per share | $ / shares | $ 7.80 | |||||
Conversion ratio | 128.17 | |||||
Principal amount per conversion ratio | $ / item | 1,000 | |||||
Convertible Senior Subordinated Notes [Member] | Induced Conversion of 6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount exchanged | $ 13,000 | |||||
Conversion price per share | $ / shares | $ 7.77 | |||||
Conversion ratio | 128.69 | |||||
Principal amount per conversion ratio | $ / item | 1,000 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Asset Retirement Obligations | ||
Asset retirement obligations, current portion | $ 7,000 | $ 6,000 |
Reconciliation of the Company's asset retirement obligations | ||
Balance at the beginning of the period | 161,908 | |
Additional liability incurred | 1,768 | |
Revisions to estimated cash flows | 5,412 | |
Accretion expense | 10,512 | |
Obligations on sold properties | (2,102) | |
Liabilities settled | (5,841) | |
Balance at the end of the period | $ 171,657 |
DERIVATIVE FINANCIAL INSTRUME42
DERIVATIVE FINANCIAL INSTRUMENTS (Derivative instruments) (Details) - Whiting Petroleum Corporation [Member] - Crude oil [Member] - Subsequent Event [Member] | Oct. 01, 2016item$ / bbl | |
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 19,350,000 | |
Three-way collars [Member] | Oct - Dec 2016 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 4,200,000 | [1] |
Derivative, Floor Price (in dollars per Bbl) | 43.75 | [1] |
Derivative, Strike Price (in dollars per Bbl) | 53.75 | [1] |
Derivative, Cap Price (in dollars per Bbl) | 74.40 | [1] |
Three-way collars [Member] | Jan - Dec 2017 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 11,400,000 | [1] |
Derivative, Floor Price (in dollars per Bbl) | 34.21 | [1] |
Derivative, Strike Price (in dollars per Bbl) | 44.47 | [1] |
Derivative, Cap Price (in dollars per Bbl) | 60.06 | [1] |
Collars [Member] | Oct - Dec 2016 [Member] | ||
Derivative Financial Instruments [Line Items] | ||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 750,000 | |
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) | item | 3,000,000 | |
Derivative, Floor Price (in dollars per Bbl) | 53 | |
Derivative, Cap Price (in dollars per Bbl) | 70.44 | |
[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 INSTRUME43
DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) | 1 Months Ended | |||||||
Jul. 31, 2016USD ($)$ / bbl | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Derivative Financial Instruments [Line Items] | ||||||||
Additional proceeds from disposal for specified period for each $0.01 average NYMEX futures is above threshold price per Bbl | $ 100,000 | |||||||
Average price per Bbl threshold for additional proceeds from sale | $ / bbl | 50 | |||||||
Maximum possible additional proceeds from divestiture of business | $ 100,000,000 | |||||||
Level 3 [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Fair value liabilities | $ (9,596,000) | $ (9,884,000) | $ (4,027,000) | $ (10,769,000) | $ (7,541,000) | $ 53,530,000 | ||
Embedded derivatives [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Derivative Asset | $ 39,000,000 | |||||||
Recurring Basis [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Derivative Asset | 82,367,000 | 186,679,000 | ||||||
Recurring Basis [Member] | Crude Oil Sales And Delivery Contract [Member] | Level 3 [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Fair value liabilities | 10,000,000 | |||||||
Recurring Basis [Member] | Embedded derivatives [Member] | Level 3 [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 0 | |||||||
Not Designated as ASC 815 Hedges [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Derivative Asset | [1] | 82,367,000 | $ 186,679,000 | |||||
Not Designated as ASC 815 Hedges [Member] | Other Long Term Assets [Member] | Embedded derivatives [Member] | ||||||||
Derivative Financial Instruments [Line Items] | ||||||||
Derivative Asset | [1] | $ 47,370,000 | ||||||
[1] | Because counterparties to the Company's financial derivative contracts subject to master netting arrangements 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 these tables. |
DERIVATIVE FINANCIAL INSTRUME44
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of effects of commodity derivative instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | $ (30,432) | $ (207,783) | $ (28,432) | $ (115,215) |
Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | (30,432) | (207,783) | (28,432) | (115,215) |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | (22,302) | $ (207,783) | 27,663 | $ (115,215) |
Embedded derivatives [Member] | Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | $ (8,130) | $ (56,095) |
DERIVATIVE FINANCIAL INSTRUME45
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | |
Not Designated as ASC 815 Hedges [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | [1] | $ 128,306 | $ 290,193 | |
Gross Amounts Offset | [1] | (45,939) | (103,514) | |
Total financial assets | [1] | 82,367 | 186,679 | |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | Derivative Assets [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | [1] | 64,867 | 258,778 | |
Gross Amounts Offset | [1] | (30,813) | (100,049) | |
Total financial assets | [1] | 34,054 | 158,729 | |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | Other Long Term Assets [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | [1] | 16,069 | 31,415 | |
Gross Amounts Offset | [1] | (15,126) | (3,465) | |
Total financial assets | [1] | 943 | $ 27,950 | |
Embedded derivatives [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Total financial assets | $ 39,000 | |||
Embedded derivatives [Member] | Not Designated as ASC 815 Hedges [Member] | Other Long Term Assets [Member] | ||||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||||
Gross Amounts of Recognized Assets | [1] | 47,370 | ||
Total financial assets | [1] | $ 47,370 | ||
[1] | Because counterparties to the Company's financial derivative contracts subject to master netting arrangements 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 these tables. |
DERIVATIVE FINANCIAL INSTRUME46
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, liabilities) (Details) - Not Designated as ASC 815 Hedges [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | |||
Gross Amounts of Recognized Liabilities | [1] | $ 56,480 | $ 107,541 |
Gross Amounts Offset | [1] | (45,939) | (103,514) |
Total financial liabilities | [1] | 10,541 | 4,027 |
Commodity contracts [Member] | Accrued Liabilities And Other [Member] | |||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | |||
Gross Amounts of Recognized Liabilities | [1] | 33,787 | 101,214 |
Gross Amounts Offset | [1] | (30,813) | (100,049) |
Total financial liabilities | [1] | 2,974 | 1,165 |
Commodity contracts [Member] | Other Long-Term Liabilities [Member] | |||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | |||
Gross Amounts of Recognized Liabilities | [1] | 22,693 | 6,327 |
Gross Amounts Offset | [1] | (15,126) | (3,465) |
Total financial liabilities | [1] | $ 7,567 | $ 2,862 |
[1] | Because counterparties to the Company's financial derivative contracts subject to master netting arrangements 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 these tables. |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of the fair values of debt instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jul. 01, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Mar. 27, 2015 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 | |
Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | $ 3,527,764 | $ 3,359,375 | ||||||||
Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1] | $ 3,435,629 | $ 4,397,704 | |||||||
6.5% Senior Subordinated Notes due 2018 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 6.50% | 6.50% | 6.50% | |||||||
6.5% Senior Subordinated Notes due 2018 [Member] | Senior Subordinated Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 269,619 | $ 265,125 | |||||||
6.5% Senior Subordinated Notes due 2018 [Member] | Senior Subordinated Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[2] | $ 273,290 | $ 346,876 | |||||||
6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | Convertible Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 6.50% | 6.50% | ||||||||
6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | Convertible Senior Subordinated Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 6,230 | ||||||||
6.5% Mandatory Convertible Senior Subordinated Notes due 2018 [Member] | Convertible Senior Subordinated Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 3,768 | ||||||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 5.00% | 5.00% | 5.00% | |||||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 918,146 | $ 830,500 | |||||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[2] | $ 956,098 | $ 1,092,219 | |||||||
5% Mandatory Convertible Senior Notes due 2019 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 5.00% | 5.00% | ||||||||
5% Mandatory Convertible Senior Notes due 2019 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 4,817 | ||||||||
5% Mandatory Convertible Senior Notes due 2019 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 2,904 | ||||||||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | $ 1,000,000 | |||||||||
Interest Rate (as a percent) | 1.25% | 1.25% | 1.25% | |||||||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 460,154 | $ 850,000 | |||||||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[2] | $ 477,959 | $ 1,027,151 | |||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 1 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 1.25% | 1.25% | ||||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 1 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 357,460 | ||||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 1 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 243,127 | ||||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 1.25% | |||||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 82,136 | ||||||||
1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 56,648 | ||||||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | ||||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 812,456 | $ 870,000 | |||||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[2] | $ 868,261 | $ 1,191,861 | |||||||
5.75% Mandatory Convertible Senior Notes due 2021 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 5.75% | 5.75% | ||||||||
5.75% Mandatory Convertible Senior Notes due 2021 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 125,327 | ||||||||
5.75% Mandatory Convertible Senior Notes due 2021 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 77,698 | ||||||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 6.25% | 6.25% | 6.25% | 6.25% | ||||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 374,612 | $ 543,750 | |||||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[2] | $ 403,103 | $ 739,597 | |||||||
6.25% Mandatory Convertible Senior Notes due 2023 [Member] | Convertible Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate (as a percent) | 6.25% | 6.25% | ||||||||
6.25% Mandatory Convertible Senior Notes due 2023 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [3] | $ 116,807 | ||||||||
6.25% Mandatory Convertible Senior Notes due 2023 [Member] | Convertible Senior Notes [Member] | Carrying Value [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Fair Value Disclosure | [1],[3] | $ 72,773 | ||||||||
[1] | Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums, including discounts related to the beneficial conversion features associated with the Mandatory Convertible Notes. | |||||||||
[2] | 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. | |||||||||
[3] | Fair value is determined using a binomial lattice model which considers various inputs including (i) Whiting's common stock price, (ii) risk-free rates based on U.S. Treasury rates, (iii) recovery rates in the event of default, (iv) default intensity, and (v) volatility of Whiting's common stock. The expected volatility and default intensity used in the valuation are unobservable in the marketplace and significant to the valuation methodology, and such fair value is therefore designated as Level 3 within the valuation hierarchy. |
FAIR VALUE MEASUREMENTS (Fair v
FAIR VALUE MEASUREMENTS (Fair value assets and liabilities measured on a recurring basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Financial Assets | ||
Financial assets - current | $ 34,054 | $ 158,729 |
Recurring Basis [Member] | ||
Financial Assets | ||
Total financial assets | 82,367 | 186,679 |
Financial Liabilities | ||
Total financial liabilities | 10,541 | 4,027 |
Recurring Basis [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 34,054 | 158,729 |
Financial assets - non-current | 943 | 27,950 |
Financial Liabilities | ||
Financial liabilities - current | 2,974 | 1,165 |
Financial liabilities - non-current | 7,567 | 2,862 |
Recurring Basis [Member] | Embedded derivatives [Member] | ||
Financial Assets | ||
Financial assets - non-current | 47,370 | |
Recurring Basis [Member] | Level 2 [Member] | ||
Financial Assets | ||
Total financial assets | 82,367 | 186,679 |
Financial Liabilities | ||
Total financial liabilities | 945 | |
Recurring Basis [Member] | Level 2 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 34,054 | 158,729 |
Financial assets - non-current | 943 | 27,950 |
Financial Liabilities | ||
Financial liabilities - current | 29 | |
Financial liabilities - non-current | 916 | |
Recurring Basis [Member] | Level 2 [Member] | Embedded derivatives [Member] | ||
Financial Assets | ||
Financial assets - non-current | 47,370 | |
Recurring Basis [Member] | Level 3 [Member] | ||
Financial Liabilities | ||
Total financial liabilities | 9,596 | 4,027 |
Recurring Basis [Member] | Level 3 [Member] | Commodity contracts [Member] | ||
Financial Liabilities | ||
Financial liabilities - current | 2,945 | 1,165 |
Financial liabilities - non-current | $ 6,651 | $ 2,862 |
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | |||||
Fair value asset (liability), beginning of period | $ (9,884) | $ (7,541) | $ (4,027) | $ 53,530 | |
Fair value liability, end of period | (9,596) | (10,769) | (9,596) | (10,769) | |
Commodity contracts [Member] | |||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | |||||
Unrealized gains (losses) on derivative contracts included in earnings | [1] | $ 288 | $ (3,228) | (5,569) | $ (64,299) |
Embedded derivatives [Member] | |||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | |||||
Recognition of embedded derivatives associated with convertible note issuances | (89,884) | ||||
Unrealized gains (losses) on derivative contracts included in earnings | [1] | 47,965 | |||
Settlement of embedded derivatives upon conversion of convertible notes | $ 41,919 | ||||
[1] | Included in derivative gain, net in the consolidated statements of operations. |
FAIR VALUE MEASUREMENTS (Signif
FAIR VALUE MEASUREMENTS (Significant unobservable inputs used in the fair value measurement) (Details) | 9 Months Ended |
Sep. 30, 2016$ / bbl | |
Commodity contracts [Member] | Level 3 [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Market Differential For Crude Oil, Amount (Per Bbl) | 4.91 |
FAIR VALUE MEASUREMENTS (Non-fi
FAIR VALUE MEASUREMENTS (Non-financial assets and liabilities measured at fair value on a nonrecurring basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 08, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill | $ 0 | $ 0 | $ 870,000 | |
Goodwill impairment | 869,713 | 869,713 | ||
Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total non-recurring assets at fair value | 531,775 | 531,775 | ||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 2,471,939 | |||
Goodwill impairment | [1] | 869,713 | ||
Nonrecurring [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total non-recurring assets at fair value | 531,775 | 531,775 | ||
Nonrecurring [Member] | Proved Properties [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proved property | [2] | 531,775 | 531,775 | |
Non-recurring assets at fair value, Impairment Loss (Before Tax) | [2] | 1,602,226 | ||
Nonrecurring [Member] | Proved Properties [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proved property | [2] | 531,775 | 531,775 | |
Nonrecurring [Member] | Proved Oil and Natural Gas Properties [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proved property | 531,000 | 531,000 | ||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 1,500,000 | |||
Proved Oil and Gas Properties, Net Carrying Value | 2,100,000 | 2,100,000 | ||
Nonrecurring [Member] | Proved CO2 Properties [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proved property | 1,000 | 1,000 | ||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 62,000 | |||
CO2 Properties, Net Carrying Value | $ 63,000 | $ 63,000 | ||
[1] | During the third quarter of 2015, goodwill related to the acquisition of Kodiak with a previous carrying amount of $870 million was written down to its fair value of zero, resulting in a non-cash impairment charge of $870 million which was recorded as a separate line in the consolidated statements of operations. | |||
[2] | During the third quarter of 2015, proved oil and gas properties with a previous carrying amount of $2.1 billion were written down to their fair value as of September 30, 2015 of $531 million, resulting in a non-cash impairment charge of $1.5 billion which was recorded within exploration and impairment expense. The impaired properties consisted of the Company's North Ward Estes field in Texas and other non-core proved oil and gas properties primarily in Texas, Wyoming, North Dakota and Colorado that were not being developed due to depressed oil and gas prices. Also during the third quarter of 2015, proved CO2 properties at the Bravo Dome field in New Mexico and the McElmo Dome field in Colorado with a previous carrying amount of $63 million were written down to their fair value as of September 30, 2015 of $1 million, resulting in a non-cash impairment charge of $62 million which was also recorded within exploration and impairment expense. |
SHAREHOLDERS' EQUITY AND NONC52
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Common stock) (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 01, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 31, 2016 | Dec. 31, 2015 |
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||||||
Common stock, shares authorized | 600,000,000 | 300,000,000 | 600,000,000 | |||
Common Stock [Member] | ||||||
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||||||
Issuance of common stock (in shares) | 2,000,000 | 35,000,000 | 37,000,000 | |||
Shares Issued, Price Per Share | $ 30 | |||||
Issuance of common stock, net | $ 61 | $ 1,000 | ||||
Common Stock [Member] | 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 NONC53
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Equity incentive plan) (Details) - shares | May 17, 2016 | Dec. 08, 2014 | Sep. 30, 2016 |
Stock Option [Member] | |||
Share-based compensation disclosures [Line Items] | |||
Maximum number of Shares per employee | 900,000 | ||
Maximum number of Shares per non-employee | 100,000 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based compensation disclosures [Line Items] | |||
Maximum number of Shares per employee | 900,000 | ||
Maximum number of Shares per non-employee | 100,000 | ||
Restricted stock [Member] | |||
Share-based compensation disclosures [Line Items] | |||
Maximum number of Shares per employee | 600,000 | ||
Maximum number of Shares per non-employee | 100,000 | ||
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 | 5,500,000 | 978,161 | |
Number of shares available for grant | 6,222,650 |
SHAREHOLDERS' EQUITY AND NONC54
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Schedule of noncontrolling interest) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Noncontrolling Interest disclosures [Line Items] | ||||
Balance at beginning of period | $ 7,984 | $ 8,070 | ||
Net loss | $ (3) | $ (10) | (18) | (48) |
Balance at end of period | $ 7,966 | $ 8,022 | $ 7,966 | $ 8,022 |
Sustainable Water Resources, LLC [Member] | ||||
Noncontrolling Interest disclosures [Line Items] | ||||
Third party ownership interest (as a percent) | 25.00% | 25.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||||
U.S. statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% | 35.00% | ||
Deferred tax asset, write-down | $ 315 | |||||
Valuation allowance on net operating losses | 139 | $ 139 | ||||
Tax non-cash charge | $ 454 | |||||
Forecast [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Valuation allowance expected | $ 14 | $ 468 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) item in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016shares | Sep. 30, 2015shares | Sep. 30, 2016itemshares | Sep. 30, 2015shares | |
Convertible Debt Securities [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 81,549,680 | 27,478,601 | ||
Stock options [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 4,448 | 59,320 | 4,573 | 94,434 |
Stock options excluded from earnings per share calculation (in shares) | 2,090,383 | 712,778 | 2,065,797 | 405,065 |
Issuable Upon Conversion [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Debt instrument, convertible, number of common stock | item | 21.9 | |||
Service-Based Restricted Stock [Member] | Restricted stock [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,240,145 | 94,513 | 1,351,434 | 442,713 |
Market-Based Restricted Stock [Member] | Restricted stock [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Restricted stock excluded from earnings per share calculation (in shares) | 897,005 | 359,270 | 523,351 | 644,233 |
EARNINGS PER SHARE (Reconciliat
EARNINGS PER SHARE (Reconciliations between basic and diluted earnings per share)(Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income available to common shareholders, basic | $ (693,052,000) | $ (1,865,108,000) | $ (1,165,841,000) | $ (2,120,493,000) |
Denominator: | ||||
Weighted average shares outstanding, basic | 280,418,000 | 204,143,000 | 237,100,000 | 192,549,000 |
Numerator: | ||||
Adjusted net loss available to common shareholders, diluted | $ (693,052,000) | $ (1,865,108,000) | $ (1,165,841,000) | $ (2,120,493,000) |
Denominator: | ||||
Weighted average shares outstanding, diluted | 280,418,000 | 204,143,000 | 237,100,000 | 192,549,000 |
Loss per common share, basic (in dollars per share) | $ (2.47) | $ (9.14) | $ (4.92) | $ (11.01) |
Loss per common share, diluted (in dollars per share) | $ (2.47) | $ (9.14) | $ (4.92) | $ (11.01) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Ship-Or-Pay Arrangements [Member] $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2016USD ($)contract | Sep. 30, 2016USD ($) | |
Expiration 2017 [Member] | ||
Commitments And Contingencies [Line Items] | ||
Decrease in future commitments under contractual agreements | $ (51) | |
Expiration 2026 [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of ship-or-pay contracts terminated early | contract | 2 | |
Termination penalties | $ 1 | |
Decrease in future commitments under contractual agreements | $ (67) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Credit Agreement [Member] - Whiting Oil and Gas Corporation [Member] - USD ($) $ in Thousands | Oct. 31, 2016 | Sep. 30, 2016 | Jul. 27, 2016 |
Subsequent Event [Line Items] | |||
Maximum borrowing capacity of credit facility | $ 2,500,000 | $ 2,600,000 | $ 2,750 |
Maximum aggregate commitments | $ 2,500,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity of credit facility | $ 2,500,000 |