Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 15, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | WHITING PETROLEUM CORP | ||
Entity Central Index Key | 1,255,474 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 362,698,464 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 3,357,000,000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 55,975 | $ 16,053 |
Restricted cash | 17,250 | |
Accounts receivable trade, net | 173,919 | 332,428 |
Derivative assets | 158,729 | |
Prepaid expenses and other | 26,312 | 27,980 |
Assets held for sale | 349,146 | |
Total current assets | 622,602 | 535,190 |
Property and equipment: | ||
Oil and gas properties, successful efforts method | 13,230,851 | 13,904,525 |
Other property and equipment | 134,638 | 168,277 |
Total property and equipment | 13,365,489 | 14,072,802 |
Less accumulated depreciation, depletion and amortization | (4,222,071) | (3,323,102) |
Total property and equipment, net | 9,143,418 | 10,749,700 |
Other long-term assets | 110,122 | 104,195 |
TOTAL ASSETS | 9,876,142 | 11,389,085 |
Current liabilities: | ||
Accounts payable trade | 32,126 | 77,276 |
Revenues and royalties payable | 147,226 | 179,601 |
Accrued capital expenditures | 56,830 | 94,105 |
Accrued interest | 44,749 | 62,661 |
Accrued lease operating expenses | 45,015 | 55,291 |
Accrued liabilities and other | 81,166 | 50,261 |
Taxes payable | 39,547 | 47,789 |
Accrued employee compensation and benefits | 31,134 | 32,829 |
Liabilities related to assets held for sale | 538 | |
Total current liabilities | 478,331 | 599,813 |
Long-term debt | 3,535,303 | 5,197,704 |
Deferred income taxes | 475,689 | 593,792 |
Asset retirement obligations | 168,504 | 155,550 |
Deferred gain on sale | 35,424 | 48,974 |
Other long-term liabilities | 33,699 | 34,664 |
Total liabilities | 4,726,950 | 6,630,497 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value, 600,000,000 shares authorized; 367,174,542 issued and 362,013,928 outstanding as of December 31, 2016 and 206,441,303 issued and 204,147,647 outstanding as of December 31, 2015 | 367 | 206 |
Additional paid-in capital | 6,389,435 | 4,659,868 |
Retained earnings (accumulated deficit) | (1,248,572) | 90,530 |
Total Whiting shareholders' equity | 5,141,230 | 4,750,604 |
Noncontrolling interest | 7,962 | 7,984 |
Total equity | 5,149,192 | 4,758,588 |
TOTAL LIABILITIES AND EQUITY | $ 9,876,142 | $ 11,389,085 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 300,000,000 |
Common stock, shares issued | 367,174,542 | 206,441,303 |
Common stock, shares outstanding | 362,013,928 | 204,147,647 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING REVENUES: | |||
Oil, NGL and natural gas sales | $ 1,284,982 | $ 2,092,482 | $ 3,024,617 |
OPERATING EXPENSES: | |||
Lease operating expenses | 395,135 | 555,392 | 496,925 |
Production taxes | 108,715 | 183,035 | 253,008 |
Depreciation, depletion and amortization | 1,171,582 | 1,243,293 | 1,089,545 |
Exploration and impairment | 121,468 | 1,881,671 | 854,430 |
Goodwill impairment | 873,772 | ||
General and administrative | 146,878 | 172,616 | 177,211 |
Derivative gain, net | (587) | (217,972) | (100,579) |
(Gain) loss on sale of properties | 184,567 | 60,791 | (27,657) |
Amortization of deferred gain on sale | (14,570) | (16,751) | (30,494) |
Total operating expenses | 2,113,188 | 4,735,847 | 2,712,389 |
INCOME (LOSS) FROM OPERATIONS | (828,206) | (2,643,365) | 312,228 |
OTHER INCOME (EXPENSE): | |||
Interest expense | (557,620) | (334,125) | (170,642) |
Loss on extinguishment of debt | (42,236) | (18,361) | |
Interest income and other | 1,292 | 2,356 | 2,329 |
Total other expense | (598,564) | (350,130) | (168,313) |
INCOME (LOSS) BEFORE INCOME TAXES | (1,426,770) | (2,993,495) | 143,915 |
INCOME TAX EXPENSE (BENEFIT): | |||
Current | (7,190) | (357) | 2,625 |
Deferred | (80,456) | (773,870) | 76,545 |
Total income tax expense (benefit) | (87,646) | (774,227) | 79,170 |
NET INCOME (LOSS) | (1,339,124) | (2,219,268) | 64,745 |
Net loss attributable to noncontrolling interests | 22 | 86 | 62 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ (1,339,102) | $ (2,219,182) | $ 64,807 |
INCOME (LOSS) PER COMMON SHARE: | |||
Basic (in dollars per share) | $ (5.32) | $ (11.35) | $ 0.53 |
Diluted (in dollars per share) | $ (5.32) | $ (11.35) | $ 0.53 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | |||
Basic (in shares) | 251,869 | 195,472 | 122,138 |
Diluted (in shares) | 251,869 | 195,472 | 122,519 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (1,339,124) | $ (2,219,268) | $ 64,745 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 1,171,582 | 1,243,293 | 1,089,545 |
Deferred income tax expense (benefit) | (80,456) | (773,870) | 76,545 |
Amortization of debt issuance costs, debt discount and debt premium | 335,569 | 46,525 | 11,984 |
Stock-based compensation | 25,647 | 28,098 | 23,258 |
Amortization of deferred gain on sale | (14,570) | (16,751) | (30,494) |
(Gain) loss on sale of properties | 184,567 | 60,791 | (27,657) |
Undeveloped leasehold and oil and gas property impairments | 75,622 | 1,738,308 | 767,627 |
Goodwill impairment | 873,772 | ||
Exploratory dry hole costs | 134 | 9,440 | 26,327 |
Loss on extinguishment of debt | 42,236 | 18,361 | |
Non-cash derivative (gain) loss | 151,151 | (1,615) | (57,465) |
Other, net | (10,185) | (9,337) | (9,030) |
Changes in current assets and liabilities: | |||
Accounts receivable trade, net | 155,416 | 207,367 | 17,618 |
Prepaid expenses and other | 586 | 54,027 | (50,352) |
Accounts payable trade and accrued liabilities | (62,774) | (117,136) | (86,480) |
Revenues and royalties payable | (32,185) | (74,417) | (1,963) |
Taxes payable | (8,206) | (16,196) | 1,094 |
Net cash provided by operating activities | 595,010 | 1,051,392 | 1,815,302 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Drilling and development capital expenditures | (539,208) | (2,455,218) | (2,842,837) |
Acquisition of oil and gas properties | (4,718) | (28,449) | (45,573) |
Other property and equipment | (9,255) | (13,266) | (79,955) |
Proceeds from sale of oil and gas properties | 313,355 | 514,814 | 107,848 |
Deposit received on properties held for sale | 17,250 | ||
Net cash used in investing activities | (222,576) | (1,982,119) | (2,860,517) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings under credit agreement | 1,310,000 | 3,550,000 | 2,150,000 |
Repayments of borrowings under credit agreement | (1,560,000) | (4,150,000) | (1,675,000) |
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 payments for New Convertible Notes | (41,919) | ||
Debt and equity issuance costs | (22,499) | (54,461) | (14,901) |
Repayment of tax sharing liability | (26,373) | ||
Proceeds from stock options exercised | 3,048 | 1,781 | |
Restricted stock used for tax withholdings | (844) | (1,126) | (11,652) |
Net cash provided by (used in) financing activities | (315,262) | 868,680 | 423,855 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 57,172 | (62,047) | (621,360) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||
Beginning of period | 16,053 | 78,100 | 699,460 |
Ending of period | 73,225 | 16,053 | 78,100 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||
Income taxes paid (refunded), net | (1,044) | (604) | 1,380 |
Interest paid, net of amounts capitalized | 239,963 | 292,852 | 135,150 |
NONCASH INVESTING ACTIVITIES: | |||
Accrued capital expenditures related to property additions | $ 65,052 | 94,105 | 429,970 |
Fair value of equity issued and debt assumed in the Kodiak Acquisition | $ 4,289,088 | ||
Senior Notes [Member] | 8.125% Senior Notes due 2019 [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Redemption of Senior Notes | (832,429) | ||
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) | Dec. 31, 2016 | Dec. 31, 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% | ||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||
Interest Rate (as a percent) | 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% | |||
5.5% Senior Notes due 2022 [Member] | Senior Notes [Member] | ||||
Interest Rate (as a percent) | 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, 2013 | $ 120 | $ 1,583,542 | $ 2,244,905 | $ 3,828,567 | $ 8,132 | $ 3,836,699 | |||
BALANCES (in shares) at Dec. 31, 2013 | 120,102 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Net income (loss) | 64,807 | 64,807 | (62) | 64,745 | |||||
Issuance of common stock for the Kodiak Acquisition | $ 48 | 1,771,046 | 1,771,094 | 1,771,094 | |||||
Issuance of common stock for the Kodiak Acquisition (in shares) | 47,546 | ||||||||
Fair value of restricted stock units assumed in the Kodiak Acquisition | 9,596 | 9,596 | 9,596 | ||||||
Fair value of restricted stock units assumed in the Kodiak Acquisition (in shares) | 258 | ||||||||
Fair value of stock options assumed in the Kodiak Acquisition | 7,523 | 7,523 | 7,523 | ||||||
Exercise of stock options | 1,781 | 1,781 | 1,781 | ||||||
Exercise of stock options (in shares) | 117 | ||||||||
Restricted stock issued (in shares) | 908 | ||||||||
Restricted stock forfeited (in shares) | (386) | ||||||||
Restricted stock used for tax withholdings | (11,652) | (11,652) | (11,652) | ||||||
Restricted stock used for tax withholdings (in shares) | (199) | ||||||||
Stock-based compensation | 23,258 | 23,258 | 23,258 | ||||||
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 income (loss) | (2,219,182) | (2,219,182) | (86) | (2,219,268) | |||||
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) | (230) | ||||||||
Restricted stock used for tax withholdings | (1,126) | (1,126) | (1,126) | ||||||
Restricted stock used for tax withholdings (in shares) | (40) | ||||||||
Stock-based compensation | 28,098 | 28,098 | 28,098 | ||||||
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 income (loss) | (1,339,102) | (1,339,102) | (22) | (1,339,124) | |||||
Issuance of common stock upon conversion of convertible notes | $ 158 | 1,535,296 | 1,535,454 | 1,535,454 | |||||
Issuance of common stock upon conversion of convertible notes, (in shares) | 157,543 | ||||||||
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) | 4,025 | ||||||||
Restricted stock forfeited | $ (1) | 1 | |||||||
Restricted stock forfeited (in shares) | (729) | ||||||||
Restricted stock used for tax withholdings | (844) | (844) | (844) | ||||||
Restricted stock used for tax withholdings (in shares) | (105) | ||||||||
Stock-based compensation | 25,647 | 25,647 | 25,647 | ||||||
BALANCES at Dec. 31, 2016 | $ 367 | $ 6,389,435 | $ (1,248,572) | $ 5,141,230 | $ 7,962 | $ 5,149,192 | |||
BALANCES (in shares) at Dec. 31, 2016 | 367,175 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | WHITING PETROLEUM CORPORATION NOTES TO CON SOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations —Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company engaged in the development, production, acquisition and exploration of crude oil, NGLs and natural gas primarily in the Rocky Mountains 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. Basis of Presentation of Consolidated Financial Statements —The consolidated financial statements have been prepared in accordance with GAAP and SEC rules and regulations and include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I (“Trust I”) pursuant to Whiting’s 15.8% ownership interest in Trust I. On January 28, 2015, the net profits interest that Whiting conveyed to Trust I terminated and such interest in the underlying properties reverted back to Whiting. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include ( i ) oil and natural gas reserves; ( ii ) impairment tests of long-lived assets; ( iii ) depreciation, depletion and amortization; ( iv ) asset retirement obligations; ( v ) assignment of fair value and allocation of purchase price in connection with business combinations, including the determination of any resulting goodwill; ( vi ) valuations of our reporting unit used in impairment tests of goodwill; ( vii ) income taxes; ( viii ) accrued liabilities; ( ix ) valuation of derivative instruments; and ( x ) accrued revenue and related receivables. Although management believes these estimates are reasonable, actual results could differ from these estimates. Reclassification s — The Company changed the presentation of its consolidated statements of operations and reclassified certain prior year balances to conform to such presentation. The reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. Cash, Cash Equivalents and Restricted Cash —Cash equivalents consist of demand deposits and highly liquid investments which have an original maturity of three months or less. Restricted cash relates to a deposit received in connection with the sale of our interests in the Robinson Lake and Belfield gas processing plants. The use of these funds was restricted per the terms of the purchase agreement until the sale transaction closed on January 1, 2017. Refer to the “Subsequent Events” footnote for further information on this transaction. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows: December 31, 2016 2015 Cash and cash equivalents $ 55,975 $ 16,053 Restricted cash 17,250 - Total cash, cash equivalents and restricted cash $ 73,225 $ 16,053 Accounts Receivable Trade —Whiting’s accounts receivable trade consist mainly of receivables from oil and gas purchasers and joint interest owners on properties the Company operates. For receivables from joint interest owners, Whiting typically has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Generally, the Company’s oil and gas receivables are collected within two months, and to date, the Company has had minimal bad debts. The Company routinely assesses the recoverability of all material trade and other receivables to determine their collectability. At December 31, 201 6 and 201 5 , the Company had an allowance for doubtful accounts of $10 million and $12 million, respectively. Inventories — Materials and supplies inventories consist primarily of tubular goods and production equipment, carried at weighted-average cost. Materials and supplies are included in other property and equipment and totaled $33 million and $69 million as of December 31, 2016 and 2015, respectively . Crude oil in tanks inventory is carried at the lower of the estimated cost to produce or net realizable value. Oil in tanks is included in prepaid expenses and other and totaled $8 million as of December 31, 2016 and 2015 . Oil and Gas Properties Proved. The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and development costs are capitalized when incurred and depleted on a unit-of-production basis over the remaining life of proved reserves and proved developed reserves, respectively. Costs of drilling exploratory wells are initially capitalized but are charged to expense if the well is determined to be unsuccessful. The Company assesses its proved oil and gas properties for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The impairment test compares undiscounted future net cash flows to the assets’ net book value. If the net capitalized costs exceed future net cash flows, then the cost of the property is written down to fair value. Fair value for oil and gas properties is generally determined based on discounted future net cash flows. Impairment expense for proved properties that were not being developed due to depressed oil and gas prices totaled $1.6 billion and $629 million for the years ended December 31, 2015 and 2014, respectively, which is reported in exploration and impairment expense. Net carrying values of retired, sold or abandoned properties that constitute less than a complete unit of depreciable property are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized in income. Gains or losses from the disposal of complete units of depreciable property are recognized to earnings. Interest cost is capitalized as a component of property cost for development projects that require greater than six months to be readied for their intended use. During 201 6 , 201 5 and 201 4 , the Company capitalized interest of $0.1 million, $4 million and $4 million, respectively. Unproved. Unproved properties consist of costs to acquire undeveloped leases as well as purchases of unproved reserves. Undeveloped lease costs and unproved reserve acquisitions are capitalized, and individually insignificant unproved properties are amortized on a composite basis, based on average lease-term lives and the historical experience of developing acreage in a particular prospect. The Company evaluates significant unproved properties for impairment based on remaining lease term, drilling results, reservoir performance, seismic interpretation or future plans to develop acreage. When successful wells are drilled on undeveloped leaseholds, unproved property costs are reclassified to proved properties and depleted on a unit-of-production basis. Impairment expense for unproved properties totaled $73 million, $135 million and $136 million for the years ended December 31, 2016, 2015 and 2014, respectively, which is reported in exploration and impairment expense. Exploratory. Geological and geophysical costs, including exploratory seismic studies, and the costs of carrying and retaining unproved acreage are expensed as incurred. Costs of seismic studies that are utilized in development drilling within an area of proved reserves are capitalized as development costs. Amounts of seismic costs capitalized are based on only those blocks of data used in determining development well locations. To the extent that a seismic project covers areas of both developmental and exploratory drilling, those seismic costs are proportionately allocated between development costs and exploration expense. Costs of drilling exploratory wells are initially capitalized, pending determination of whether the well has found proved reserves. If an exploratory well has not found proved reserves, the costs of drilling the well and other associated costs are charged to expense. Cost incurred for exploratory wells that find reserves, which cannot yet be classified as proved, continue to be capitalized if ( i ) the well has found a sufficient quantity of reserves to justify completion as a producing well, and ( ii ) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. If either condition is not met, or if the Company obtains information that raises substantial doubt about the economic or operational viability of the project, the exploratory well costs, net of any salvage value, are expensed. Enhanced recovery activities . The Company carries out tertiary recovery methods on certain of its oil and gas properties in order to recover additional hydrocarbons that are not recoverable from primary or secondary recovery methods. Acquisition costs of tertiary injectants, such as purchased CO 2 , for EOR activities that are used during a project’s pilot phase, or prior to a project’s technical and economic viability (i.e. prior to the recognition of proved tertiary recovery reserves) are expensed as incurred. After a project has been determined to be technically feasible and economically viable, all acquisition costs of tertiary injectants are capitalized as development costs and depleted, as they are incurred solely for obtaining access to reserves not otherwise recoverable and have future economic benefits over the life of the project. As CO 2 is recovered together with oil and gas production, it is extracted and re-injected, and all the associated CO 2 recycling costs are expensed as incurred. Likewise costs incurred to maintain reservoir pressure are also expensed. Other Property and Equipment — Other property and equipment consists of materials and supplies inventories , carried at weighted-average cost, and furniture and fixtures, buildings, leasehold improvements and automobiles, which are stated at cost and depreciated using the straight-line method over their estimated useful lives ranging from 4 to 30 years. Goodwill —Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in business combination s . Goodwill has an indefinite useful life and is not amortized, but rather is tested by the Company for impairment annually in the second quarter or whenever events or changes in circumstances indicate that the fair value of the reporting unit may have been reduced below its carrying value. If the Company’s qualitative analysis indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then performs a quantitative impairment test. If the carrying value of the reporting unit exceeds its fair value, goodwill is written down to its implied fair value with an offsetting charge to earnings. 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 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 . Debt Issuance Costs —Debt issuance costs related to the Company’s senior notes, convertible senior notes and senior subordinated notes are included as a deduction from the carrying amount of long-term debt in the consolidated balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the credit facility are included in other long-term assets and are amortized to interest expense on a straight-line basis over the term of the agreement. Derivative Instruments —The Company enters into derivative contracts, primarily costless collars and swaps as well as crude oil sales and delivery contracts , to manage its exposure to commodity price risk. Whiting follows FASB ASC Topic 815, Derivatives and Hedging , to account for its derivative financial instruments. All derivative instruments, other than those that meet the “normal purchase normal sale” exclusion, are recorded on the balance sheet as either an asset or liability measured at fair value. Gains and losses from changes in the fair value of derivative instruments are recognized immediately in earnings, unless the derivative meets specific hedge accounting criteria and the derivative has been designated as a hedge. The Company does not currently apply hedge accounting to any of its outstanding derivative instruments, and as a result, all changes in derivative fair values are recognized currently in earnings. Cash flows from derivatives used to manage commodity price risk are classified in operating activities along with the cash flows of the underlying hedged transactions. The Company does not enter into derivative instruments for speculative or trading purposes. Refer to the “Derivative Financial Instruments” footnote for further information. Asset Retirement Obligations and Environmental Costs —Asset retirement obligations relate to future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage and returning such land to its original condition. 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 fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred (typically when a well is completed or acquired or when an asset is installed at the production location), and the cost of such liability increases the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period through charges to depreciation, depletion and amortization expense, and the capitalized cost is depleted on a unit-of-production basis over the proved developed reserves of the related asset. Revisions 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 , and such revisions result in adjustments to the related capitalized asset and corresponding liability. Liabilities for environmental costs are recorded on an undiscounted basis when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties. Deferred Gain on Sale —The deferred gain on sale relates to the sale of 11,677,500 Trust I units and 18,400,000 Whiting USA Trust II (“Trust II”) units, and is amortized to income based on the unit-of-production method. In January 2015, the deferred gain on sale related to Trust I was fully amortized in connection with the termination of the trust’s net profits interest. Revenue Recognition —Oil and gas revenues are recognized when production volumes are sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, persuasive evidence of a sales arrangement exists and collectability of the revenue is reasonably assured. Revenues from the production of gas properties in which the Company has an interest with other producers are recognized on the basis of the Company’s net working interest (entitlement method). Net deliveries in excess of entitled amounts are recorded as liabilities, while net under deliveries are reflected as receivables. The Company’s aggregate imbalance positions as of December 31, 201 6 and 201 5 were not significant. Taxes collected and remitted to governmental agencies on behalf of customers are not included in revenues or costs and expenses. General and Administrative Expenses —General and administrative expenses are reported net of reimbursements of overhead costs that are allocated to the working interest owners that participate in oil and gas properties operated by Whiting. Stock-based Compensation Expense — The Company has share-based employee compensation plans that provide for the issuance of restricted stock and stock option awards to employees and non-employee directors. The Company determines compensation expense for awards granted under these plans based on the grant date fair value net of estimated forfeitures, and such expense is recognized on a straight-line basis over the requisite service period of the award. Refer to the “Stock-Based Compensation” footnote for further information. 401(k) Plan —The Company has a defined contribution retirement plan for all employees. The plan is funded by employee contributions and discretionary Company contributions. The Company’s contributions for 2016, 2015 and 2014 were $8 million, $12 million and $9 million, respectively. Employees vest in employer contributions at 20% per year of completed service. A cquisition Costs — Acquisition related expenses, which consist of external costs directly related to the Company’s acquisitions, such as advisory, legal, accounting, valuation and other professional fees, are expensed as incurred. Maintenance and Repairs —Maintenance and repair costs that do not extend the useful lives of property and equipment are charged to expense as incurred. Major replacements, renewals and betterments are capitalized. Income Taxes —Income taxes are recognized based on earnings reported for tax return purposes in addition to a provision for deferred income taxes. Deferred income taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are determined by applying the enacted statutory tax rates in effect at the end of a reporting period to the cumulative temporary differences between the tax bases of assets and liabilities and their reported amounts in the Company’s financial statements. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. The Company’s uncertain tax positions must meet a more-likely-than-not realization threshold to be recognized, and any potential accrued interest and penalties related to unrecognized tax benefits are recognized within income tax expense. Earnings Per Share —Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt to be settled in cash , all using the treasury stock method. In addition, the diluted earnings per share calculation for the year ended December 31, 2016 considers the effect of convertible debt issued and converted during 2016, using the if-converted method for periods prior to their actual conversions. 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. Industry Segment and Geographic Information —The Company has evaluated how it is organized and managed and has identified only one operating segment, which is the exploration and production of crude oil, NGLs and natural gas. The Company considers its gathering, processing and marketing functions as ancillary to its oil and gas producing activities. All of the Company’s operations and assets are located in the United States, and substantially all of its revenues are attributable to United States customers. Concentration of Credit Risk — Whiting is exposed to credit risk in the event of nonpayment by counterparties, a significant portion of which are concentrated in energy related industries. The creditworthiness of customers and other counterparties is subject to continuing review. The following table s present the percentages by purchaser that accounted for 10% or more of the Company’s total oil, NGL and natural gas sales for the years ended December 31, 201 6 and 2014. For the year ended December 31, 2015, no individual purchaser accounted for 10% or more of the Company’s total oil, NGL and natural gas sales. Year Ended December 31, 2016: Tesoro Crude Oil Co 15% Jamex Marketing LLC 12% Year Ended December 31, 2014: Plains Marketing LP 17% Shell Trading US 10% Bridger Trading LLC 10% Commodity derivative contracts held by the Company are with seven counterparties, all of which are participants in Whiting’s credit facility as well, and all of which have investment-grade ratings from Moody’s and Standard & Poor ’s . As of December 31, 201 6 , outstanding derivative contracts with JP Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A. represented 66% and 10% , respectively, of total crude oil volumes hedged . Adopted and Recently Issued Accounting Pronouncements — 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 2015-1 4, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 , 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 plans to adopt these ASUs effective January 1, 2018. Although the Company is still in the process of assessing its contracts with customers and evaluating the effect of adopting these standards, as well as the transition method to be applied, the adoption is not expected to have a significant impact on the Company’s consolidated financial statements other than additional disclosures. 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. Although the Company is still in the process of evaluating the effect of adopting ASU 2016 ‑02, the adoption is expected to result in an increase in the assets and liabilities recorded on its consolidated balance sheet. As of December 31, 2016, the Company had approximately $97 million of contractual obligations related to its non-cancelable leases, drilling rig contracts and pipeline transportation agreements, and it will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under ASU 2016-02. 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 does not anticipate that the adoption of ASU 2016-09 will have a significant impact on its consolidated financial statements , as the Company will record a full valuation allowance on the excess tax benefits that will be recognized upon adoption of this ASU as a result of the Internal Revenue Code Section 382 limitation that was triggered in 2016 . Refer to the “Income Taxes” footnote for further information. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows : Restricted Cash (“ASU 2016-18”). This ASU amends ASC Topic 230, Statement of Cash Flows , to clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and must be applied retrospectively. Early adoption is permitted. The Company elected to adopt ASU 2016-18 as of December 31, 2016 on a retrospective basis, and as a result has included its restricted cash with cash and cash equivalents in the statement of cash flows. There was no impact to the statements of cash flows for the years ended December 31, 2015 and 2014 as the Company had no restricted cash balances during those periods. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 12 Months Ended |
Dec. 31, 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 December 31, 201 6 and 201 5 are as follows (in thousands): December 31, 2016 2015 Proved leasehold costs $ 3,330,928 $ 3,206,237 Unproved leasehold costs 392,484 689,754 Costs of completed wells and facilities 9,016,472 9,503,020 Wells and facilities in progress 490,967 505,514 Total oil and gas properties, successful efforts method 13,230,851 13,904,525 Accumulated depletion (4,170,237) (3,279,156) Oil and gas properties, net $ 9,060,614 $ 10,625,369 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 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 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 $ 18 7 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 year ended December 31, 201 6 . 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 we re located in 187 fields across 14 states, and predominately consist ed 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. 2014 Acquisitions On December 8, 2014, the Company completed the acquisition of Kodiak Oil & Gas Corp. (now known as Whiting Canadian Holding Company ULC, “Kodiak”), whereby Whiting acquired all of the outstanding common stock of Kodiak (the “Kodiak Acquisition”). Pursuant to the terms of the Kodiak Acquisition agreement, Kodiak shareholders received 0.177 of a share of Whiting common stock in exchange for each share of Kodiak common stock they owned. Total consideration for the Kodiak Acquisition was $1.8 billion, consisting of 47,546,139 Whiting common shares issued at the market price of $37.25 per share on the date of issuance plus the fair value of Kodiak’s outstanding equity awards assumed by Whiting. The aggregate purchase price of the transaction was $4.3 billion, which included the assumption of Kodiak’s outstanding debt of $2.5 billion as of December 8, 2014 and the net cash acquired of $19 million. Kodiak was an independent energy company focused on exploration and production of crude oil and natural gas reserves, primarily in the Williston Basin region of the United States. As a result of the Kodiak Acquisition, Whiting acquired approximately 327,000 gross ( 178,000 net) acres located primarily in North Dakota, including interests in 778 producing oil and gas wells and undeveloped acreage. Approximately 10,000 of the net acres acquired were located in Wyoming and Colorado. The Kodiak Acquisition was accounted for using the acquisition method of accounting for business combinations. Transaction costs relating to the Kodiak Acquisition were expensed as incurred. The allocation of the purchase price has been finalized, and is based upon management’s estimates and assumptions related to the fair value of assets acquired and liabilities assumed on the acquisition date using currently available information. The consideration transferred, fair value of assets acquired and liabilities assumed, and the resulting goodwill as of the acquisition date are as follows (in thousands): Consideration: Fair value of Whiting’s common stock issued (1) $ 1,771,094 Fair value of Kodiak restricted stock units assumed by Whiting (2) 9,596 Fair value of Kodiak options assumed by Whiting 7,523 Total consideration $ 1,788,213 Fair value of liabilities assumed: Accounts payable trade $ 18,390 Accrued capital expenditures 97,848 Revenues and royalties payable 57,423 Accrued interest 18,070 Accrued liabilities and other 43,563 Taxes payable 12,807 Long-term debt 2,500,875 Deferred tax liability 31,034 Asset retirement obligations 8,646 Other long-term liabilities 15,735 Amount attributable to liabilities assumed $ 2,804,391 Fair value of assets acquired: Cash and cash equivalents $ 18,879 Accounts receivable trade, net 215,654 Derivative assets 85,718 Prepaid expenses and other 8,523 Oil and gas properties, successful efforts method: Proved properties 2,266,607 Unproved properties 1,000,396 Other property and equipment 11,347 Deferred tax asset 106,758 Other long-term assets 4,950 Amount attributable to assets acquired $ 3,718,832 Goodwill $ 873,772 _____________________ (1) 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014), based on Kodiak’s 268,622,497 common shares outstanding at closing. (2) 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5 , 2014), based on Kodiak’s 1,455,409 restricted stock units held by employees as of December 8, 2014. Goodwill recognized as a result of the Kodiak Acquisition totaled $874 million, none of which was deductible for income tax purposes. Goodwill was primarily attributable to the operational and financial synergies expected to be realized from the acquisition, including the employment of optimized completion techniques on Kodiak's undrilled acreage which improved hydrocarbon recovery, the realization of savings in drilling and well completion costs, the accelerated development of Kodiak’s asset base, and the acquisition of experienced oil and gas technical personnel. During the third quarter of 2015, the Company determined that the goodwill recognized as a result of the Kodiak Acquisition had become fully impaired and wrote its carrying value down to zero . Refer to the “Fair Value Measurements” footnote for further information regarding goodwill impairment. The changes in the carrying amount of goodwill as of December 31, 201 5 are as follows (in thousands): Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Balance, January 1, 2015 $ 875,676 $ - $ 875,676 Adjustments to previously recorded goodwill (1,904) - (1,904) Impairment losses - (873,772) (873,772) Balance, December 31, 2015 $ 873,772 $ (873,772) $ - The results of operations of Kodiak from the December 8, 2014 closing date through December 31, 2014, representing approximately $46 million of revenue and $17 million of net income, have been included in Whiting’s consolidated statements of operations for the year ended December 31, 2014. 2014 Divestitures In March 2014, the Company completed the sale of approximately 49,900 gross ( 41,000 net) acres in its Big Tex prospect, which consisted mainly of undeveloped acreage as well as its interests in certain producing oil and gas wells, located in the Delaware Basin of Texas fo r aggregate sales proceeds of $76 million resulting in a pre-tax gain on sale of $12 million. Unaudited Pro Forma Operating Results The following unaudited pro forma combined results of operations for the year ended December 31, 2014 are derived from the historical consolidated financial statements of Whiting and Kodiak and give effect to the Kodiak Acquisition as if it had occurred on January 1, 2013 (in thousands, except per share data) . Year Ended December 31, 2014 Total operating revenues and other income $ 4,141,046 Net income available to common shareholders $ 362,376 Earnings per common share: Basic $ 2.18 Diluted $ 2.17 The unaudited pro forma combined results of operations reflect pro forma adjustments based on available information and certain assumptions that the Company believes are reasonable, including (i) Whiting common stock and equity awards issued to convert Kodiak’s outstanding shares of common stock and equity awards as of the closing date of the transaction, (ii) adjustments to conform Kodiak’s historical policy of accounting for its oil and natural gas properties from the full cost method to the successful efforts method of accounting, (iii) depletion of Kodiak’s fair-valued proved oil and gas properties, (iv) adjustments to interest expense to reflect the assumption of Kodiak’s debt by Whiting, and (v) the estimated tax impacts of the pro forma adjustments. Additionally, pro forma earnings for the year ended December 31, 2014 were adjusted to exclude $86 million of acquisition-related costs incurred by Whiting and Kodiak. The unaudited pro forma financial information has been prepared for informational purposes only and does not purport to represent what Whiting’s results of operations would have been had the transactions actually been consummated on the assumed dates nor are they indicative of future results of operations. The unaudited pro forma combined financial information does not reflect future events that may occur after the transactions including, but not limited to, the anticipated realization of ongoing savings from operating efficiencies from the Kodiak Acquisition. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2016 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 4. LONG-TERM DEBT Long-term debt consisted of the following at December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Credit agreement $ 550,000 $ 800,000 6.5% Senior Subordinated Notes due 2018 275,121 350,000 5.0% Senior Notes due 2019 961,409 1,100,000 1.25% Convertible Senior Notes due 2020 562,075 1,250,000 5.75% Senior Notes due 2021 873,609 1,200,000 6.25% Senior Notes due 2023 408,296 750,000 Total principal 3,630,510 5,450,000 Unamortized debt discounts and premiums (71,340) (203,082) Unamortized debt issuance costs on notes (23,867) (49,214) Total long-term debt $ 3,535,303 $ 5,197,704 The following table shows five succeeding fiscal years of scheduled maturities for the Company’s long-term debt as of December 31, 201 6 (in thousands): 2017 2018 2019 2020 2021 Long-term debt $ - $ 275,121 $ 1,511,409 $ 562,075 $ 873,609 Credit Agreement Whiting Oil and Gas, the Company’s wholly-owned subsidiary, has a credit agreement with a syndicate of banks that as of December 31, 201 6 had a borrowing base and aggregate commitments of $2.5 billion. As of December 31, 201 6 , the Company had $1.9 billion of available borrowing capacity, which was net of $550 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. 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 December 31, 201 6 , $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 interes t expense. At December 31, 2016 and 2015 , the weighted average interest rate on the outstanding principal balance under the credit agreement was 4.0% 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 December 31, 201 6 , 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 ( i ) April 1, 2018 or ( ii ) 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 December 31, 201 6 . 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, Convertible Senior Notes and Senior Subordinated Notes The following table summarizes the material terms of the Company’s senior notes, convertible senior notes and senior subordinated notes outstanding at December 31, 2016. 2018 Senior 2020 Subordinated 2019 Convertible 2021 2023 Notes Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 275,121 $ 961,409 $ 562,075 $ 873,609 $ 408,296 Interest rate 6.5% 5.0% 1.25% 5.75% 6.25% Maturity date Oct 1, 2018 Mar 15, 2019 Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Make-whole redemption date (1) Oct 1, 2016 Dec 15, 2018 N/A (2) Dec 15, 2020 Jan 1, 2023 _____________________ (1) On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. (2) The indenture governing our 1.25% Convertible Senior Notes due 2020 do not allow for optional redemption by the Company prior to the maturity date. 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 5.0% 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 . On 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 5.0% Convertible Senior Notes due 2019 (the “2019 Convertible Senior Notes”), (iii) $152 million aggregate principal amount of new 5.75% Convertible Senior Notes due 2021 (the “2021 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 Convertible 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 notes. 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 “Mandatory Convertible Notes” below for more information on these exchange transactions. Kodiak Senior Notes. In conjunction with the Kodiak Acquisition, Whiting US Holding Company, a wholly-owned subsidiary of the Company, became a co-issuer of Kodiak’s $800 million of 8.125% Senior Notes due December 2019 (the “2019 Kodiak Notes”) , $350 million of 5.5% Senior Notes due January 2021 (the “2021 Kodiak Notes”) , and $400 million of 5.5% Senior Notes due February 2022 ( the “2022 Kodiak Notes” and together with the 2019 Kodiak Notes and the 2021 Kodiak Notes, the “Kodiak Notes”). 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 u npaid 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 an $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. Redemption of 2018 Senior Subordinated Notes. On January 3, 2017, the trustee under the indenture governing the 2018 Senior Subordinated Notes provided notice to the holders of such notes that the Company elected to redeem all of the remaining $275 million aggregate principal amount of 2018 Senior Subordinated Notes on February 2, 2017 , and on that date, Whiting paid $281 million consisting of the 100% redemption price plus all accrued and unpaid interest on the notes . The Company financed the redemption with borrowings under its credit agreement. 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”) for 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, the 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 “Mandatory Convertible Notes” below for more information on these exchange transactions. 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 December 31, 201 6 , 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 December 31, 201 6 and 2015 (in thousands): December 31, 2016 2015 Liability component: Principal $ 562,075 $ 1,250,000 Less: unamortized note discount (72,622) (205,572) Less: unamortized debt issuance costs (5,988) (17,277) Net carrying value $ 483,465 $ 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 December 31, 2016 and $5 million of issuance costs and $88 million of deferred taxes as of De cember 31, 2015 . Interest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount totaled $43 million and $44 million for the year s ended December 31, 201 6 and 2015, respectively. Mandatory Convertible Notes — On 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”). On 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 2018 Senior Subordinated Notes, (ii) $42 million aggregate principal amount of 2019 Senior Notes, (iii) $559 million aggregate principal amount of 2020 Convertible Senior Notes, (iv) $174 million aggregate principal amount of 2021 Senior Notes, and (v) $163 million aggregate principal amount of 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 5.0% Mandatory Convertible Senior Notes due 2019 (the “2019 Mandatory Convertible Notes”), (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 principal amount of new 5.75% Mandatory Convertible Senior Notes due 2021 (the “2021 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 were substantially identical to those applicable to the corresponding series of Senior Notes, 2020 Convertible Senior Notes and 2018 Senior Subordinated Notes. These transactions were accounted for as extinguishments of debt for the portions 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 unamortized debt issuance costs, debt discounts 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 was 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 values, totaling $69 million, recorded as a debt discount. The Mandatory Convertible Notes contained 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 was being amortized to interest expense over the respective terms of the notes using the effective interest method. Transaction costs of $14 million attributable to these note issuances were recorded as a reduction to the carrying value of long-term debt on the consolidated balance sheet and were being amortized to interest expense over the respective terms 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 contained 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, 2016 (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 was equal to the higher of (i) the Daily VWAP for the Company’s common stock 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 Prices”). After the Observation Period, the Company had the right, which the Company exercised on December 9, 2016 as noted below, to mandatorily convert any remaining Mandatory Convertible Notes if the Daily VWAP of the Company’s common stock exceeded $8.75 for at least 20 trading days during a 30 consecutive trading day period and holders had the right to convert the Mandatory Convertible Notes at any time. The conversion price after the Observation Period was the Minimum Conversion Price for each applicable series of Mandatory Convertible Notes. 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. 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 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. During the fourth quarter of 2016, the Daily VWAP of the Company’s common stock was above $8.75 for 20 trading days during a 30 consecutive trading day period. As a result, on December 9, 2016, the Company provided notice to the holders of the remaining $721 million aggregate principal amount of the Mandatory Convertible Notes of its intent to exercise its right to convert such notes on December 19, 2016 pursuant to the terms of the indentures. The notes were subsequently converted into approximately 77.6 million shares of the Company’s common stock, and upon conversion, the Company paid $5 million in cash consisting of all accrued and unpaid interest on such notes. As a result of the conversions, Whiting recognized a $244 million non -cash charge for the acceleration of unamortized debt discounts on the notes, which is included in interest expense in the consolidated statements of operations. As of December 31, 2016, no Mandatory Convertible Notes remained outstanding. Security and Guarantees The Senior Notes and the 2020 Convertible Senior Notes are 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 are also unsecured obligations of Whiting Petroleum Corporation and are subordinated to all of the Company’s senior debt, which currently consists of the Senior Notes, the 2020 Convertible Senior Notes and borrowings under Whiting Oil and Gas’ credit agreement. The Company’s obligations under the Senior Notes, the 2020 Convertible Senior Notes and the 2018 Senior Subordinated 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 | 12 Months Ended |
Dec. 31, 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 current portions at December 31, 201 6 and 201 5 were $8 million and $6 million, respectively, and have been included in accrued liabilities and other. The following table provides a reconciliation of the Company’s asset retirement obligations for the years ended December 31, 201 6 and 201 5 (in thousands): December 31, 2016 2015 Asset retirement obligation at January 1 $ 161,908 $ 179,931 Additional liability incurred 3,238 9,208 Revisions to estimated cash flows (1) 11,620 29,307 Accretion expense 13,800 20,274 Obligations on sold properties and assets held for sale (4,771) (69,601) Liabilities settled (8,791) (7,211) Asset retirement obligation at December 31 $ 177,004 $ 161,908 (1) Revisions to estimated cash flows during the year ended December 31, 2016 and 2015 are primarily attributable to the acceleration in the estimated timing of abandonment of a large number of our producing properties resulting from decreases in commodity prices used in the calculation of the Company’s reserves as of December 31, 2016 and 2015, respectively, which shortened the economic lives of these properties. For the year ended December 31, 2016, the increase was partially offset by decreases in the estimates of future costs required to plug and abandon wells in certain fields in the Central and Northern Rocky Mountains . |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 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. 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 December 31 , 201 6 . 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) (2) Jan - Dec 2017 12,000,000 $34.50 - $44.75 - $60.01 Jan - Dec 2018 2,400,000 $40.00 - $50.00 - $61.40 Collars Jan - Dec 2017 3,000,000 $53.00 - $70.44 Total 17,400,000 _____________________ (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. (2) Subsequent to year-end, the Company entered into additional three-way collar contracts for 600,000 Bbl of crude oil volumes for the year ended December 31, 2017. 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 April 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 December 31, 201 6 and 2015 , the estimated fair value of this derivative contract was a liability of $ 9 million and $4 million, respectively . Embedded Derivatives — I n 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 the fair value of these embedded derivatives as of December 31, 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 December 31, 2016, the estimated fair value of this embedded derivative was an asset of $51 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 summarize s the effects of derivative instruments on the consolidated statements of operations for the years ended December 31, 201 6 , 201 5 and 201 4 (in thousands): (Gain) Loss Recognized in Income Not Designated as Statement of Operations Year Ended December 31, ASC 815 Hedges Classification 2016 2015 2014 Commodity contracts Derivative gain, net $ 58,771 $ (217,972) $ (136,995) Embedded derivatives Derivative gain, net (59,358) - 36,416 Total $ (587) $ (217,972) $ (100,579) 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 provide for net settlement over the term of the contract and in the event of default or termination of the contract. The following tables summarize the location and fair value amounts of all 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): December 31, 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 $ 21,405 $ (21,405) $ - Commodity contracts - non-current Other long-term assets 9,495 (9,495) - Embedded derivatives - non-current Other long-term assets 50,632 - 50,632 Total derivative assets $ 81,532 $ (30,900) $ 50,632 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 39,033 $ (21,405) $ 17,628 Commodity contracts - non-current Other long-term liabilities 19,724 (9,495) 10,229 Total derivative liabilities $ 58,757 $ (30,900) $ 27,857 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 | 12 Months Ended |
Dec. 31, 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 , cash equivalents , restricted cash , 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 and the applicable margins represent market rates. The Company’s senior notes and senior subordinated notes are recorded at cost, and the Company’s convertible senior 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 December 31, 2016 and 2015 (in thousands): December 31, 2016 December 31, 2015 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 6.5% Senior Subordinated Notes due 2018 $ 275,121 $ 273,506 $ 265,125 $ 346,876 5.0% Senior Notes due 2019 961,409 956,607 830,500 1,092,219 1.25% Convertible Senior Notes due 2020 503,057 483,465 850,000 1,027,151 5.75% Senior Notes due 2021 868,149 868,460 870,000 1,191,861 6.25% Senior Notes due 2023 408,296 403,265 543,750 739,597 Total $ 3,016,032 $ 2,985,303 $ 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) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums. The Company’s derivative financial instruments are recorded at fair value and include a measure of the Company’s own nonperformance ri sk or that of its counterparty , 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 December 31, 201 6 and 201 5 , 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 December 31, 2016 Financial Assets Commodity derivatives – current $ - $ - $ - $ - Commodity derivatives – non-current - - - - Embedded derivatives – non-current - 50,632 - 50,632 Total financial assets $ - $ 50,632 $ - $ 50,632 Financial Liabilities Commodity derivatives – current $ - $ 14,664 $ 2,964 $ 17,628 Commodity derivatives – non-current - 3,979 6,250 10,229 Total financial liabilities $ - $ 18,643 $ 9,214 $ 27,857 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 April 2020. Whiting has determined that the contract d oes 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 embedded 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 Co mpany reviews these valuations, including the relat ed 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 years ended December 31, 201 6 and 201 5 (in thousands): Year Ended December 31, 2016 2015 Fair value asset (liability), beginning of period $ (4,027) $ 53,530 Recognition of embedded derivatives associated with convertible note issuances (89,884) - Unrealized gains on embedded derivatives included in earnings (1) 47,965 - Settlement of embedded derivatives upon conversion of converti ble notes 41,919 - Unrealized losses on commodity derivative contracts included in earnings (1) (5,187) (24,018) Settlement of commodity derivative contracts - (33,539) Transfers into (out of) Level 3 - - Fair value liability, end of period $ (9,214) $ (4,027) _____________________ (1) Included in derivative gain, net in the consolidated statements of operations. Quantitative Information a bout 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 year ended December 31, 2016. The following table present s information about the Company’s non-financial assets measured at fair value on a non-recurring basis for the year ended December 31, 2015, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): Loss (Before Net Carrying Tax) Year Value as of Ended September 30, Fair Value Measurements Using December 31, 2015 Level 1 Level 2 Level 3 2015 Proved property (1) $ 531,775 $ - $ - $ 531,775 $ 1,602,226 Goodwill (2) - - - - 873,772 Total non-recurring assets at fair value $ 531,775 $ - $ - $ 531,775 $ 2,475,998 _____________________ (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 North Ward Estes field in Texas and other non-core proved oil and gas properties primarily in Texas, Wyoming, North Dakota and Colorado that we re 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 2015, goodwill related to the Kodiak Acquisition with a carrying amount of $874 million was written down to its fair value of zero , resulting in a non-cash impairment charge of $874 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 th at 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 were probability-weighted. The discounted cash flows we re based on management’s expectations for the future. Unobservable inputs include d 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 we re 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 test ed goodwill for impairment annually in the second quarter or whenever events or changes in circumstances indicate d 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 we re based on management’s expectations for the future. Unobservable inputs include d 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 we re 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 | 12 Months Ended |
Dec. 31, 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. 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): Year Ended December 31, 2016 2015 Balance at beginning of period $ 7,984 $ 8,070 Net loss (22) (86) Balance at end of period $ 7,962 $ 7,984 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION 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 December 31, 201 6 , 6,333,174 shares of common stock remained available for grant under the amended 2013 Equity Plan. Equity Awards Assumed in Kodiak Acquisition —Upon closing of the Kodiak Acquisition, the Company assumed all of Kodiak’s outstanding equity awards, including restricted stock awards, restricted stock units and stock options. Kodiak’s outstanding equity awards held by employees were converted into Whiting’s equity awards using a conversion ratio of 0.177 . The outstanding restricted stock awards and restricted stock units vested upon closing of the transaction, and the $10 million estimated fair value as of the closing date of the 257,601 shares of Whiting common stock issued to convert these awards was recorded as part of the purchase consideration. The estimated fair value as of the closing date of the 673,235 Whiting options issued in exchange for Kodiak’s outstanding options was approximately $8 million, based on a Black-Scholes option-pricing model. Of this value, approximately $7 million was attributable to service rendered prior to the date of acquisition and was recorded as part of the purchase consideration, and the remaining $1 million will be expensed over the remaining service term of the replacement stock option awards. The unvested stock option awards will vest over a one to three -year service period from the grant date and are exercisable immediately upon vesting through the tenth anniversary of the grant date. The following table summarizes the assumptions used to estimate the fair value of stock options assumed in the Kodiak Acquisition: 2014 Risk-free interest rate 0.08% - 1.90% Expected volatility 40.3% - 49.7% Expected term 2.0 yrs. - 6.1 yrs. Dividend yield - The weighted average fair value of these options, as determined by the Black-Scholes valuation model, was $12.20 per share as of the December 8, 2014 closing date of the Kodiak Acquisition. Restricted Shares —The Company grants service-based restricted stock awards to executive officers and employees, which generally vest ratably over a three -year service period, and to directors, which generally vest over a one -year service period. In addition, the Company grants restricted stock awards to executive officers that are subject to market-based vesting criteria as well as a three -year service period. The Company uses historical data and projections to estimate expected employee behaviors related to restricted stock forfeitures. The expected forfeitures are then included as part of the grant date estimate of compensation cost. The Company recognizes compensation expense for all awards subject to market -based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and compensation expense is not reversed if vesting does not actually occur. For service-based restricted stock awards, the grant date fair value is determined based on the closing bid price of the Company’s common stock on the grant date. The weighted average grant date fair value of service-based restricted stock awards was $6.95 per share, $30.93 per share and $60.22 per share for the years ended December 31, 2016, 2015, and 2014, respectively. In January 201 6 and 2015 , 1,073,143 shares and 391,773 shares , respectively of restricted stock subject to certain market-based vesting criteria were granted to executive officers under the 2013 Equity Plan. These market-based awards cliff vest on the third anniversary of the grant date, and the number of shares that will vest at the end of that three -year performance period will be determined based on the rank of Whiting’s cumulative stockholder return compared to the stockholder return of a peer group of companies over the same three-year period. The number of shares earned could range from zero up to two times the number of shares initially granted. In January 2014, 750,681 shares of restricted stock subject to certain market-based vesting criteria in addition to the standard three -year service condition were granted to executive officers under the 2013 Equity Plan. Vesting each year is subject to the condition that Whiting’s stock price increases by a greater percentage (or decreases by a lesser percentage) than the average percentage increase (or decrease, respectively) of the stock prices of a peer group of companies. As of January 8, 2017, the end of the three-year vesting period, these market-based conditions had not been met and all of these awards were therefore cancelled and are available for future issuance under the 2013 Equity Plan . For awards subject to market conditions, the grant date fair value was estimated using a Monte Carlo valuation model. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of Whiting’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The key assumptions used in valuing the market-based restricted shares were as follows: 201 6 2015 2014 Number of simulations 2,500,000 2,500,000 65,000 Expected volatility 60.8% 40.3% 42.3% Risk-free interest rate 1.13% 0.99% 0.86% Dividend yield - - - The grant date fair value of the market-based restricted stock as determined by the Monte Carlo valuation model was $6.39 per share, $33.25 per share and $26.59 per share in January 201 6 , 201 5 and 201 4 , respectively. The following table shows a summary of the Company’s restricted stock activity for the year ended December 31, 201 6 : Number of Shares Weighted Average Service-Based Market-Based Grant Date Restricted Stock Restricted Stock Fair Value Nonvested awards, January 1, 201 6 892,693 1,400,963 $ 30.03 Granted 2,952,193 1,073,143 6.80 Vested (428,659) - 32.41 Forfeited (348,423) (381,296) 17.08 Nonvested awards, December 31, 201 6 3,067,804 2,092,810 $ 13.55 As of December 31, 201 6 , there was $18 million of total unrecognized compensation cost related to unvested restricted stock granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 1.6 years. For the years ended December 31, 201 6 , 201 5 and 201 4 , the total fair value of restricted stock vested was $5 million, $ 4 million and $31 million, respectively. Stock Options —Stock options may be granted to certain executive officers of the Company with exercise prices equal to the closing market price of the Company’s common stock on the grant date. There were no stock options granted under the 2013 Equity Plan during 201 6 , 201 5 or 201 4 , other than the 673,235 stock options assumed in connection with the Kodiak Acquisition , as discussed above . The Company’s stock options vest ratably over a three -year service period from the grant date and are exercisable immediately upon vesting through the tenth anniversary of the grant date. The following table shows a summary of the Company’s stock options outstanding as of December 31, 201 6 as w ell as activity during the year then ended : Weighted Average Weighted Aggregate Remaining Average Intrinsic Contractual Number of Exercise Price Value Term Options per Share (in thousands) (in years) Options outstanding at January 1, 2016 588,175 $ 41.35 Granted - - Exercised - - $ - Forfeited or expired (73,741) 55.85 Options outstanding at December 31, 201 6 514,434 $ 39.27 $ 60 4.3 Options vested and expected to vest at December 31, 201 6 490,978 $ 38.81 $ 54 4.2 Options exercisable at December 31, 201 6 510,717 $ 39.06 $ 60 4.3 There was no unrecognized compensation cost related to unvested stock option awards as of December 31, 2016. There were no stock options exercised during the year ended December 31, 2016. For the years ended December 31, 201 5 and 201 4 , the aggregate intrinsic value of stock options exercised was $ 2 million and $6 million, respectively. For the years ended December 31, 201 6 , 201 5 and 201 4 , total stock compensation expense recognized for restricted share awards and stock options was $26 million, $28 million and $23 million, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 10. INCOME TAXES Income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current income tax expense (benefit): Federal $ (7,340) $ - $ (2,758) State 150 (357) 5,383 Total current income tax expense (benefit) (7,190) (357) 2,625 Deferred income tax expense (benefit): Federal (65,130) (736,520) 65,522 State (15,326) (37,350) 11,023 Total deferred income tax expense (benefit) (80,456) (773,870) 76,545 Total $ (87,646) $ (774,227) $ 79,170 Income tax expense (benefit) differed from amounts that would result from applying the U.S. statutory income tax rate ( 35%) to income before income taxes as follows (in thousands): Year Ended December 31, 2016 2015 2014 U.S. statutory income tax expense (benefit) $ (499,370) $ (1,047,723) $ 50,371 State income taxes, net of federal benefit (33,050) (44,654) 12,705 Statutory depletion (52) (327) (618) Enacted changes in state tax laws 5,020 7,350 3,700 Market-based equity awards 8,352 2,690 2,805 Permanent items 783 5,071 3,504 IRC Section 382 limitation 259,494 - - Non-deductible convertible debt expenses 174,071 - - Transaction costs - - 6,936 Goodwill impairment - 305,820 - Other (2,894) (2,454) (233) Total $ (87,646) $ (774,227) $ 79,170 The principal components of the Company’s deferred income tax assets and liabilities at December 31, 201 6 and 201 5 were as follows (in thousands): Year Ended December 31, 2016 2015 Deferred income tax assets: Net operating loss carryforward $ 1,248,034 $ 835,995 Derivative instruments 6,145 - Asset retirement obligations 21,398 18,896 Underwriter fees 5,134 6,060 Restricted stock compensation 12,171 17,675 EOR credit carryforwards 7,946 7,946 Alternative minimum tax credit carryforwards 7,847 15,694 Transaction costs 4,786 6,395 Other 9,436 11,110 Total deferred income tax assets 1,322,897 919,771 Less valuation allowance (264,461) (5,061) Net deferred income tax assets 1,058,436 914,710 Deferred income tax liabilities: Oil and gas properties 1,412,781 1,264,598 Trust distributions 94,120 101,665 Discount on convertible senior notes 27,224 76,475 Derivative instruments - 65,764 Total deferred income tax liabilities 1,534,125 1,508,502 Total net deferred income tax liabilities $ 475,689 $ 593,792 The Company’s July 1, 2016 note exchange transactions triggered an ownership shift within the meaning of Section 382 of the Internal Revenue Code (“IRC”) due to the “deemed share issuance” that resulted from the note exchanges. The ownership shift will limit Whiting’s usage of certain of its net operating losses and tax credits in the future. Accordingly, the Company recognized valuation allowances on its deferred tax assets totaling $259 million. As of December 31, 201 6 , the Company had federal net operating loss (“NOL”) carryforwards of $2.7 billion , which was net of the IRC Section 382 limitation . Of this amount, $ 70 million in NOL carryforwards relate to tax deductions for stock compensation that exceed stock compensation costs recognized for financial statement purposes. The benefit of these excess tax deductions has not be en recognized as of December 31, 2016 . The Company also has various state NOL carryforwards. The determination of the state NOL carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and that can thereby impact the amount of such carryforwards. If unutilized, the federal NOL will expire in 203 6 , and the state NOLs will expire between 201 7 and 203 6 . EOR credits are a credit against federal income taxes for certain costs related to extracting high-cost oil, utilizing certain prescribed enhanced tertiary recovery methods. As of December 31, 201 6 , the Company had recognized aggregate EOR credits of $8 million. As a result of the IRC Section 382 limitation in July 2016, the Company recorded a full valuation allowance on these credits . The Company is subject to the alternative minimum tax (“AMT”) principally due to its significant intangible drilling cost deductions. The Company expects to forego bonus depreciation and claim a refund under the Protecting Americans from Tax Hikes Act for its AMT credits and has recognized a $7 million current benefit. As of December 31, 201 6 , the Company had AMT credits totaling $ 8 million that are available to offset future regular federal income taxes. These credits do not expire and can be carried forward indefinitely. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the Company’s deferred tax assets will not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and projected future taxable income and results of operations. If the Company concludes that it is more likely than not that some portion, or all, of its deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance. At December 31, 201 6 , the Company had a valuation allowance totaling $ 265 million, comprised of $251 million of NOL carryforward limitations under Section 382 of the IRC, $8 million of EOR credits, which will expire between 2023 and 2025, and $5 million of Canadian NOL carryforwards, which will expire between 2034 and 2035 . At December 31, 2015, the Company had a valuation allowance totaling $5 million on Canadian NOL carryforwards. These valuation allowances have been recorded because the Company determined it was more likely than not that the benefit from these deferred tax assets will not be realized due to the IRC Section 382 limitation on the NOL carryforward and the EOR credit carryforwards, as well as the divestiture of all foreign operations. The Company expects the carrying value of its remaining deferred tax assets at December 31, 2016 and 2015 to be realized based on the anticipated reversal of existing temporary differences, and accordingly , the Company has not recorded a dditional valuation allowance as of December 31, 2016 or 2015. In conjunction with the Kodiak Acquisition, the Company acquired Kodiak, which is a Canadian entity that is disregarded for U.S. tax purposes. Kodiak holds an interest in Whiting Resources Corporation, a U.S. entity. Canadian taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of the investment in Kodiak that is indefinitely reinvested outside the United States. This amount becomes taxable in Canada upon a repatriation of assets from the Canadian subsidiary or a sale or liquidation of the subsidiary. The amount of such temporary differences totaled $698 million as of December 31, 201 6 . Determination of the amount of any unrecognized deferred Canadian tax liability on this temporary difference is not practicable. U.S. income taxes on Kodiak and its subsidiary, Whiting Resources Corporation, however, have been fully recognized on their cumulative losses to date. During the year ended December 31, 2016, t he Company derecognized an unrecognized tax benefit of $170,000 as a result of the IRC Section 382 limitation, which resulted in the Company recording a full valuation allowance on its EOR credits, the underlying asset generating the uncertain tax position . For the years ended December 31, 201 6 , 201 5 and 201 4 , the Company did not recognize any interest or penalties with respect to unrecognized tax benefits, nor did the Company have any such interest or penalties previously accrued. The Company believes that it is reasonably possible that no increases to unrecognized tax benefits will occur in the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction and in various states, each with varying statutes of limitations. The 201 3 through 201 6 tax years generally remain subject to examination by federal and state tax authorities. Additionally, the Company has Canadian income tax filings which remain subject to examination by the related tax authorities for the 201 1 through 201 6 tax years. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 11. EARNINGS PER SHARE The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Basic Earnings (Loss) Per Share Numerator: Net income (loss) available to common shareholders, basic $ (1,339,102) $ (2,219,182) $ 64,807 Denominator: Weighted average shares outstanding, basic 251,869 195,472 122,138 Diluted Earnings (Loss) Per Share Numerator: Adjusted net income (loss) available to common shareholders, diluted $ (1,339,102) $ (2,219,182) $ 64,807 Denominator: Weighted average shares outstanding, basic 251,869 195,472 122,138 Restricted stock and stock options - - 381 Weighted average shares outstanding, diluted 251,869 195,472 122,519 Earnings (loss) per common share, basic $ (5.32) $ (11.35) $ 0.53 Earnings (loss) per common share, diluted $ (5.32) $ (11.35) $ 0.53 For the year ended December 31, 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) 43,283,035 shares issuable for the convertible notes prior to their conversions under the if-converted method, (ii) 1,778,587 shares of service-based restricted stock, and (iii) 4,635 stock options. In addition, the diluted earnings per share calculation for the year ended December 31, 2016 excludes the dilutive effect of 1,917,811 common shares for stock options that were out-of-the-money and 370,195 shares of restricted stock that did not meet its market-based vesting criteria as of December 31, 2016. For the year ended December 31, 2015, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 516,139 shares of service-based restricted stock and 85,564 stock options. In addition, the diluted earnings per share calculation for the year ended December 31, 2015 excludes (i) the anti-dilutive effect of 676,277 incremental shares of restricted stock that did not meet its market-based vesting criteria as of December 31, 2015 , and (ii) the dilutive effect of 514,757 common shares for stock options that were out-of-the-money. For the year ended December 31, 2014, the diluted earnings per share calculation excludes (i) the dilutive effect of 803,902 incremental shares of restricted stock that did not meet its market-based vesting criteria as of December 31, 2014, and (ii) the anti-dilutive effect of 791 common shares for stock optio ns that were out-of-the-money. Refer to the “Stock-Based Compensation” footnote for further information on the Company’s restricted stock and stock options. 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 December 31, 2016 would be convertible into approximately 21.9 million shares of the Company’s common stock. However, the 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 December 31, 2016 and 2015, 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 those periods. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS Whiting USA Trust I — Whiting had a retained ownership of 15.8% , or 2,186,389 units in Trust I , and it was therefore a related party of the Company. On January 28, 2015, the net profits interest that Whiting conveyed to Trust I terminated causing such interest in the underlying properties to revert back to Whiting, and Trust I was no longer a related party. Tax Sharing Liability —Prior to Whiting’s initial public offering in November 2003, it was a wholly-owned indirect subsidiary of Alliant Energy Corporation (“Alliant Energy”), and when the transactions discussed below were entered into, Alliant Energy was a related party of the Company. As of December 31, 2004 and thereafter, Alliant Energy was no longer a related party. In 2003, the Company entered into a Tax Separation and Indemnification Agreement with Alliant Energy, whereby the Company and Alliant Energy made certain tax elections with the effect that the tax bases of Whiting’s assets were increased. Such additional tax bases have resulted in increased income tax deductions for Whiting and, accordingly, have reduced income taxes otherwise payable by Whiting. Under this Tax Separation and Indemnification Agreement, the Company agreed to pay to Alliant Energy (each year from 2004 to 2013) 90% of the tax benefits the Company realized annually as a result of this step-up in tax bases. In 2014, Whiting was obligated to pay Alliant the present value of 90% of the remaining tax benefits expected to result from its increased tax bases, which payout assumes all such tax benefits will be realized in future years. In March 2014, the Company made the final payment due Alliant Energy under this agreement totaling $26 million, including $3 million of interest. Alliant Energy Guarantee —The Company holds a 6% working interest in three offshore platforms in California and the related onshore plant and equipment. Alliant Energy has guaranteed the Company’s obligation in the abandonment of these assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 1 3. COMMITMENTS AND CONTINGENCIES The table below shows the Company’s minimum future payments under non-cancelable operating leases and unconditional purchase obligations as of December 31, 201 6 (in thousands): Payments due by period 2017 2018 2019 2020 2021 Thereafter Total Non-cancelable leases $ 7,502 $ 7,460 $ 6,368 $ 801 $ - $ - $ 22,131 Drilling rig contracts 30,717 - - - - - 30,717 Pipeline transportation agreements 5,369 5,369 5,369 5,369 5,369 16,849 43,694 Total $ 43,588 $ 12,829 $ 11,737 $ 6,170 $ 5,369 $ 16,849 $ 96,542 Non-cancelable Leases —The Company leases 222,900 square feet of administrative office space in Denver, Colorado under an operating lease arrangement expiring in 2019, 44,500 square feet of office space in Midland, Texas expiring in 2020 , and 36,500 square feet of office space in Dickinson, North Dakota expiring in 20 20 . Rental expense for 201 6 , 201 5 and 201 4 amounted to $9 million, $9 million and $7 million, respectively. Minimum lease payments under the terms of non-cancelable operating leases as of December 31, 201 6 are shown in the table above. Drilling Rig Contracts —As of December 31, 201 6 , the Company had five drilling rigs under long-term contract , all of which expire in 2017 . The Company’s minimum drilling commitments under the terms of these contracts as of December 31, 201 6 are shown in the table above. As of December 31, 201 6 , early termination of the se contracts would require termination penalties of $27 million, which would be in lieu of paying the remaining drilling commitments under these contracts. During 201 6 , 201 5 and 201 4 , the Company made payments of $66 million, $161 million and $106 million, respectively, under these long-term contracts, which are initially capitalized as a component of oil and gas properties and either depleted in future periods or written off as exploration expense. Pipeline Transportation Agreements— T he Company has two pipeline transportation agreements with one supplier, expiring in 2024 and 2025, whereby it has committed to pay fixed monthly reservation fees on dedicated pipelines from its Redtail field for natural gas and NGL transportation capacity, plus a variable charge based on actual transportation volumes. These fixed monthly reservation fees totaling approximately $ 44 million have been included in the table above. During the second quarter of 2016, the Company terminated two ship-or-pay agreements to transport crude oil and water via certain pipelines expiring in 2026, and incurred termination penalties totaling $1 million. In conjunction with the sale of its interest in the North Ward Estes field in Texas on July 27, 2016, the Company transferred to the buyer of the properties a ship-or-pay agreement expiring in 2017 to transport a minimum daily volume of CO 2 via certain pipelines. During 201 6 , 201 5 and 201 4 , transportation of crude oil, natural gas, NGLs, CO 2 and water under these contracts amounted to $8 million, $15 million and $13 million, respectively. Purchase Contracts —The Company has one take-or-pay purchase agreement which expires in 2020 , whereby the Company has committed to buy certain volumes of water for use in the fracture stimulation process of wells the Company completes in its Redtail field. Under the terms of the agreement, the Company is obligated to purchase a minimum volume of water or else pay for any deficiencies at the price stipulated in the contract. Although minimum daily quantities are specified in the agreement, the actual water volumes purchased and their corresponding unit prices are variable over the term of the contract. As a result, the future minimum payments for each of the five succeeding fiscal years are not fixed and determinable and are not therefore included in the table above. As of December 31, 201 6 , the Company estimated the minimum future commitments under this purchase agreement to approximate $31 million through 2020. I n conjunction with the sale of the North Ward Estes field in Texas on July 27, 2016 , the Company transferred to the buyer of the properties a take-or-pay purchase agreement expiring in 2017 to buy certain volumes of CO 2 for use in the North Ward Estes EOR project. During 201 6 , 201 5 and 201 4 , purchases of CO 2 and water amounted to $37 million, $88 million and $105 million, respectively. Water Disposal Agreement —The Company has one water disposal agreement which expires in 2024, whereby it has contracted for the transportation and disposal of the produced water from its Redtail field. Under the terms of the agreement, the Company is obligated to provide a minimum volume of produced water or else pay for any deficiencies at the price stipulated in the contract. Although minimum monthly quantities are specifi ed in the agreement , the actual water volumes disposed of and their corresponding unit prices are variable over the term of the contract. As a result, the future minimum payments for each of the five succeeding fiscal years are not fixed and determinable and are not therefore included in the table above. As of December 31, 201 6 , the Company estimated the minimum future commitments under this disposal agreement to approximate $137 m illion through 2024. During 2016, transportation and disposal of produced water amounted to $8 million. There were no water disposal costs incurred under this contract during 2015 or 2014 . Delivery Commitments —The Company has various physical delivery contracts which require the Company to deliver fixed volumes of crude oil. One of these delivery commitments is tied to crude oil production at Whiting’s Sanish field in Mountrail County, North Dakota and requires delivery of 15 MBbl/d for a term of seven years. The effective date of this contract is contingent upon the completion of the Dakota Access Pipeline, the timing of which is currently unknown. The Company believes its production and reserves are sufficient to fulfill the delivery commitment at the Sanish field in North Dakota , and therefore expects to avoid any payments for deficiencies under this contract . The remaining two delivery commitments are tied to crude oil production at Whiting’s Redtail field in Weld County, Colorado. As of December 31, 201 6 , these two contracts contain delivery commitments of 1 9.6 MMB bl, 21.5 MMBbl, 23.3 MMBbl and 6.6 MMBbl of crude oil for the years ended December 31, 2017 through 2020, respectively. The Company has determined that it is not probable that future oil production from its Redtail field will be sufficient to meet the minimum volum e requirements specified in these physical delivery contracts, and as a result, the Company expects to make periodic deficiency payments for any shortfalls in delivering the minimum committed volumes. During 2016 and 2015, total deficiency payments under these contracts amounted to $43 million and $15 million , respectively . The Company recognizes any monthly deficiency payments in the period in which the underdelivery takes place and the related liability has been incurred. The table above does not include any such deficiency payments that may be incurred under the Company’s physical delivery contracts, since it cannot be predicted with accuracy the amount and timing of any such penalties incurred. Litigation —The Company is subject to litigation, claims and governmental and regulatory proceedings arising in the ordinary course of business. The Company accrues a loss contingency for these lawsuits and claims when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. While the outcome of these lawsuits and claims cannot be predicted with certainty, it is the opinion of the Company’s management that the loss for any litigation matters and claims that are reasonably possible to occur will not have a material adverse effect, individually or in the aggregate, on its consolidated financial position, cash flows or results of operations. Accordingly, no material amounts for loss contingencies associated with litigation, claims or assessments have been accrued at December 31, 201 6 or 201 5 . |
CAPITALIZED EXPLORATORY WELL CO
CAPITALIZED EXPLORATORY WELL COSTS | 12 Months Ended |
Dec. 31, 2016 | |
CAPITALIZED EXPLORATORY WELL COSTS [Abstract] | |
CAPITALIZED EXPLORATORY WELL COSTS | 14. CAPITALIZED EXPLORATORY WELL COSTS Exploratory well costs that are incurred and expensed in the same annual period have not been included in the table below. The net changes in capitalized exploratory well costs were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Beginning balance at January 1 $ - $ 14,293 $ 85,378 Additions to capitalized exploratory well costs pending the determination of proved reserves - 54,707 145,336 Reclassifications to wells, facilities and equipment based on the determination of proved reserves - (63,352) (200,869) Capitalized exploratory well costs charged to expense - (5,648) (15,552) Ending balance at December 31 $ - $ - $ 14,293 At December 31, 201 6 , the Company had no costs capitalized for exploratory wells in progress for a period of greater than one year after the completion of drilling. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Gas Plant Sale — On January 1, 2017, the Company completed the sale of Whiting’s 50% interest in the Robinson Lake gas processing plant located in Mountrail County, North Dakota and its 50% interest in the Belfield gas processing plant located in Stark County, North Dakota, as well as the associated natural gas, crude oil and water gathering systems, effective January 1, 2017, for aggregate sales proceeds of $375 million (before closing adjustments). The Company used the net proceeds from this transaction to repay a portion of the debt outstanding under its credit agreement. The following table shows the components of assets and liabilities classified as held for sale as of December 31, 2016 (in thousands): Carrying Value as of December 31, 2016 Assets Oil and gas properties, net $ 347,817 Other property and equipment, net 475 Total property and equipment, net 348,292 Other long-term assets 854 Total assets held for sale $ 349,146 Liabilities Asset retirement obligations $ 131 Other long-term liabilities 407 Total liabilities related to assets held for sale $ 538 Redemption of 2018 Senior Subordinated Notes — On January 3, 2017, the trustee under the indenture governing the Company’s 2018 Senior Subordinated Notes provided notice to the holders of such notes that Whiting elected to redeem all of the remaining $275 million aggregate principal amount of the 2018 Senior Subordinated Notes on February 2, 2017, and on that date, Whiting paid $281 million consisting of the 100% redemption price plus all accrued and unpaid interest on the notes. The Company financed the redemption with borrowings under its credit agreement. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation of Consolidated Financial Statements | Basis of Presentation of Consolidated Financial Statements —The consolidated financial statements have been prepared in accordance with GAAP and SEC rules and regulations and include the accounts of Whiting Petroleum Corporation, its consolidated subsidiaries and Whiting’s pro rata share of the accounts of Whiting USA Trust I (“Trust I”) pursuant to Whiting’s 15.8% ownership interest in Trust I. On January 28, 2015, the net profits interest that Whiting conveyed to Trust I terminated and such interest in the underlying properties reverted back to Whiting. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include ( i ) oil and natural gas reserves; ( ii ) impairment tests of long-lived assets; ( iii ) depreciation, depletion and amortization; ( iv ) asset retirement obligations; ( v ) assignment of fair value and allocation of purchase price in connection with business combinations, including the determination of any resulting goodwill; ( vi ) valuations of our reporting unit used in impairment tests of goodwill; ( vii ) income taxes; ( viii ) accrued liabilities; ( ix ) valuation of derivative instruments; and ( x ) accrued revenue and related receivables. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
Reclassifications | Reclassification s — The Company changed the presentation of its consolidated statements of operations and reclassified certain prior year balances to conform to such presentation. The reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash —Cash equivalents consist of demand deposits and highly liquid investments which have an original maturity of three months or less. Restricted cash relates to a deposit received in connection with the sale of our interests in the Robinson Lake and Belfield gas processing plants. The use of these funds was restricted per the terms of the purchase agreement until the sale transaction closed on January 1, 2017. Refer to the “Subsequent Events” footnote for further information on this transaction. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows: December 31, 2016 2015 Cash and cash equivalents $ 55,975 $ 16,053 Restricted cash 17,250 - Total cash, cash equivalents and restricted cash $ 73,225 $ 16,053 |
Accounts Receivable Trade | Accounts Receivable Trade —Whiting’s accounts receivable trade consist mainly of receivables from oil and gas purchasers and joint interest owners on properties the Company operates. For receivables from joint interest owners, Whiting typically has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Generally, the Company’s oil and gas receivables are collected within two months, and to date, the Company has had minimal bad debts. The Company routinely assesses the recoverability of all material trade and other receivables to determine their collectability. At December 31, 201 6 and 201 5 , the Company had an allowance for doubtful accounts of $10 million and $12 million, respectively. |
Inventories | Inventories — Materials and supplies inventories consist primarily of tubular goods and production equipment, carried at weighted-average cost. Materials and supplies are included in other property and equipment and totaled $33 million and $69 million as of December 31, 2016 and 2015, respectively . Crude oil in tanks inventory is carried at the lower of the estimated cost to produce or net realizable value. Oil in tanks is included in prepaid expenses and other and totaled $8 million as of December 31, 2016 and 2015 . |
Oil and Gas Properties | Oil and Gas Properties Proved. The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and development costs are capitalized when incurred and depleted on a unit-of-production basis over the remaining life of proved reserves and proved developed reserves, respectively. Costs of drilling exploratory wells are initially capitalized but are charged to expense if the well is determined to be unsuccessful. The Company assesses its proved oil and gas properties for impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The impairment test compares undiscounted future net cash flows to the assets’ net book value. If the net capitalized costs exceed future net cash flows, then the cost of the property is written down to fair value. Fair value for oil and gas properties is generally determined based on discounted future net cash flows. Impairment expense for proved properties that were not being developed due to depressed oil and gas prices totaled $1.6 billion and $629 million for the years ended December 31, 2015 and 2014, respectively, which is reported in exploration and impairment expense. Net carrying values of retired, sold or abandoned properties that constitute less than a complete unit of depreciable property are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized in income. Gains or losses from the disposal of complete units of depreciable property are recognized to earnings. Interest cost is capitalized as a component of property cost for development projects that require greater than six months to be readied for their intended use. During 201 6 , 201 5 and 201 4 , the Company capitalized interest of $0.1 million, $4 million and $4 million, respectively. Unproved. Unproved properties consist of costs to acquire undeveloped leases as well as purchases of unproved reserves. Undeveloped lease costs and unproved reserve acquisitions are capitalized, and individually insignificant unproved properties are amortized on a composite basis, based on average lease-term lives and the historical experience of developing acreage in a particular prospect. The Company evaluates significant unproved properties for impairment based on remaining lease term, drilling results, reservoir performance, seismic interpretation or future plans to develop acreage. When successful wells are drilled on undeveloped leaseholds, unproved property costs are reclassified to proved properties and depleted on a unit-of-production basis. Impairment expense for unproved properties totaled $73 million, $135 million and $136 million for the years ended December 31, 2016, 2015 and 2014, respectively, which is reported in exploration and impairment expense. Exploratory. Geological and geophysical costs, including exploratory seismic studies, and the costs of carrying and retaining unproved acreage are expensed as incurred. Costs of seismic studies that are utilized in development drilling within an area of proved reserves are capitalized as development costs. Amounts of seismic costs capitalized are based on only those blocks of data used in determining development well locations. To the extent that a seismic project covers areas of both developmental and exploratory drilling, those seismic costs are proportionately allocated between development costs and exploration expense. Costs of drilling exploratory wells are initially capitalized, pending determination of whether the well has found proved reserves. If an exploratory well has not found proved reserves, the costs of drilling the well and other associated costs are charged to expense. Cost incurred for exploratory wells that find reserves, which cannot yet be classified as proved, continue to be capitalized if ( i ) the well has found a sufficient quantity of reserves to justify completion as a producing well, and ( ii ) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. If either condition is not met, or if the Company obtains information that raises substantial doubt about the economic or operational viability of the project, the exploratory well costs, net of any salvage value, are expensed. Enhanced recovery activities . The Company carries out tertiary recovery methods on certain of its oil and gas properties in order to recover additional hydrocarbons that are not recoverable from primary or secondary recovery methods. Acquisition costs of tertiary injectants, such as purchased CO 2 , for EOR activities that are used during a project’s pilot phase, or prior to a project’s technical and economic viability (i.e. prior to the recognition of proved tertiary recovery reserves) are expensed as incurred. After a project has been determined to be technically feasible and economically viable, all acquisition costs of tertiary injectants are capitalized as development costs and depleted, as they are incurred solely for obtaining access to reserves not otherwise recoverable and have future economic benefits over the life of the project. As CO 2 is recovered together with oil and gas production, it is extracted and re-injected, and all the associated CO 2 recycling costs are expensed as incurred. Likewise costs incurred to maintain reservoir pressure are also expensed. |
Other Property and Equipment | Other Property and Equipment — Other property and equipment consists of materials and supplies inventories , carried at weighted-average cost, and furniture and fixtures, buildings, leasehold improvements and automobiles, which are stated at cost and depreciated using the straight-line method over their estimated useful lives ranging from 4 to 30 years. |
Goodwill | Goodwill —Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in business combination s . Goodwill has an indefinite useful life and is not amortized, but rather is tested by the Company for impairment annually in the second quarter or whenever events or changes in circumstances indicate that the fair value of the reporting unit may have been reduced below its carrying value. If the Company’s qualitative analysis indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying value, the Company then performs a quantitative impairment test. If the carrying value of the reporting unit exceeds its fair value, goodwill is written down to its implied fair value with an offsetting charge to earnings. 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 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 . |
Debt Issuance Costs | Debt Issuance Costs —Debt issuance costs related to the Company’s senior notes, convertible senior notes and senior subordinated notes are included as a deduction from the carrying amount of long-term debt in the consolidated balance sheets and are amortized to interest expense using the effective interest method over the term of the related debt. Debt issuance costs related to the credit facility are included in other long-term assets and are amortized to interest expense on a straight-line basis over the term of the agreement. |
Derivative Instruments | Derivative Instruments —The Company enters into derivative contracts, primarily costless collars and swaps as well as crude oil sales and delivery contracts , to manage its exposure to commodity price risk. Whiting follows FASB ASC Topic 815, Derivatives and Hedging , to account for its derivative financial instruments. All derivative instruments, other than those that meet the “normal purchase normal sale” exclusion, are recorded on the balance sheet as either an asset or liability measured at fair value. Gains and losses from changes in the fair value of derivative instruments are recognized immediately in earnings, unless the derivative meets specific hedge accounting criteria and the derivative has been designated as a hedge. The Company does not currently apply hedge accounting to any of its outstanding derivative instruments, and as a result, all changes in derivative fair values are recognized currently in earnings. Cash flows from derivatives used to manage commodity price risk are classified in operating activities along with the cash flows of the underlying hedged transactions. The Company does not enter into derivative instruments for speculative or trading purposes. Refer to the “Derivative Financial Instruments” footnote for further information. |
Asset Retirement Obligations and Environmental Costs | Asset Retirement Obligations and Environmental Costs —Asset retirement obligations relate to future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage and returning such land to its original condition. 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 fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred (typically when a well is completed or acquired or when an asset is installed at the production location), and the cost of such liability increases the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period through charges to depreciation, depletion and amortization expense, and the capitalized cost is depleted on a unit-of-production basis over the proved developed reserves of the related asset. Revisions 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 , and such revisions result in adjustments to the related capitalized asset and corresponding liability. Liabilities for environmental costs are recorded on an undiscounted basis when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties. |
Deferred Gain On Sales | Deferred Gain on Sale —The deferred gain on sale relates to the sale of 11,677,500 Trust I units and 18,400,000 Whiting USA Trust II (“Trust II”) units, and is amortized to income based on the unit-of-production method. In January 2015, the deferred gain on sale related to Trust I was fully amortized in connection with the termination of the trust’s net profits interest. |
Revenue Recognition | Revenue Recognition —Oil and gas revenues are recognized when production volumes are sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, persuasive evidence of a sales arrangement exists and collectability of the revenue is reasonably assured. Revenues from the production of gas properties in which the Company has an interest with other producers are recognized on the basis of the Company’s net working interest (entitlement method). Net deliveries in excess of entitled amounts are recorded as liabilities, while net under deliveries are reflected as receivables. The Company’s aggregate imbalance positions as of December 31, 201 6 and 201 5 were not significant. Taxes collected and remitted to governmental agencies on behalf of customers are not included in revenues or costs and expenses. |
General and Administrative Expenses | General and Administrative Expenses —General and administrative expenses are reported net of reimbursements of overhead costs that are allocated to the working interest owners that participate in oil and gas properties operated by Whiting. |
Stock-based Compensation Expense | Stock-based Compensation Expense — The Company has share-based employee compensation plans that provide for the issuance of restricted stock and stock option awards to employees and non-employee directors. The Company determines compensation expense for awards granted under these plans based on the grant date fair value net of estimated forfeitures, and such expense is recognized on a straight-line basis over the requisite service period of the award. Refer to the “Stock-Based Compensation” footnote for further information. |
401 (k) Plan | 401(k) Plan —The Company has a defined contribution retirement plan for all employees. The plan is funded by employee contributions and discretionary Company contributions. The Company’s contributions for 2016, 2015 and 2014 were $8 million, $12 million and $9 million, respectively. Employees vest in employer contributions at 20% per year of completed service. |
Acquisition Cost | A cquisition Costs — Acquisition related expenses, which consist of external costs directly related to the Company’s acquisitions, such as advisory, legal, accounting, valuation and other professional fees, are expensed as incurred. |
Maintenance and Repairs | Maintenance and Repairs —Maintenance and repair costs that do not extend the useful lives of property and equipment are charged to expense as incurred. Major replacements, renewals and betterments are capitalized. |
Income Taxes | Income Taxes —Income taxes are recognized based on earnings reported for tax return purposes in addition to a provision for deferred income taxes. Deferred income taxes are accounted for using the liability method. Under this method, deferred tax assets and liabilities are determined by applying the enacted statutory tax rates in effect at the end of a reporting period to the cumulative temporary differences between the tax bases of assets and liabilities and their reported amounts in the Company’s financial statements. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. The Company’s uncertain tax positions must meet a more-likely-than-not realization threshold to be recognized, and any potential accrued interest and penalties related to unrecognized tax benefits are recognized within income tax expense. |
Earnings Per Share | Earnings Per Share —Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share is calculated by dividing adjusted net income available to common shareholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted earnings per share calculations consist of unvested restricted stock awards, outstanding stock options and contingently issuable shares of convertible debt to be settled in cash , all using the treasury stock method. In addition, the diluted earnings per share calculation for the year ended December 31, 2016 considers the effect of convertible debt issued and converted during 2016, using the if-converted method for periods prior to their actual conversions. 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. |
Industry Segment and Geographic Information | Industry Segment and Geographic Information —The Company has evaluated how it is organized and managed and has identified only one operating segment, which is the exploration and production of crude oil, NGLs and natural gas. The Company considers its gathering, processing and marketing functions as ancillary to its oil and gas producing activities. All of the Company’s operations and assets are located in the United States, and substantially all of its revenues are attributable to United States customers. |
Concentration of Credit Risk | Concentration of Credit Risk — Whiting is exposed to credit risk in the event of nonpayment by counterparties, a significant portion of which are concentrated in energy related industries. The creditworthiness of customers and other counterparties is subject to continuing review. The following table s present the percentages by purchaser that accounted for 10% or more of the Company’s total oil, NGL and natural gas sales for the years ended December 31, 201 6 and 2014. For the year ended December 31, 2015, no individual purchaser accounted for 10% or more of the Company’s total oil, NGL and natural gas sales. Year Ended December 31, 2016: Tesoro Crude Oil Co 15% Jamex Marketing LLC 12% Year Ended December 31, 2014: Plains Marketing LP 17% Shell Trading US 10% Bridger Trading LLC 10% Commodity derivative contracts held by the Company are with seven counterparties, all of which are participants in Whiting’s credit facility as well, and all of which have investment-grade ratings from Moody’s and Standard & Poor ’s . As of December 31, 201 6 , outstanding derivative contracts with JP Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A. represented 66% and 10% , respectively, of total crude oil volumes hedged . |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements — 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 2015-1 4, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 , 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 plans to adopt these ASUs effective January 1, 2018. Although the Company is still in the process of assessing its contracts with customers and evaluating the effect of adopting these standards, as well as the transition method to be applied, the adoption is not expected to have a significant impact on the Company’s consolidated financial statements other than additional disclosures. 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. Although the Company is still in the process of evaluating the effect of adopting ASU 2016 ‑02, the adoption is expected to result in an increase in the assets and liabilities recorded on its consolidated balance sheet. As of December 31, 2016, the Company had approximately $97 million of contractual obligations related to its non-cancelable leases, drilling rig contracts and pipeline transportation agreements, and it will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under ASU 2016-02. 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 does not anticipate that the adoption of ASU 2016-09 will have a significant impact on its consolidated financial statements , as the Company will record a full valuation allowance on the excess tax benefits that will be recognized upon adoption of this ASU as a result of the Internal Revenue Code Section 382 limitation that was triggered in 2016 . Refer to the “Income Taxes” footnote for further information. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows : Restricted Cash (“ASU 2016-18”). This ASU amends ASC Topic 230, Statement of Cash Flows , to clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and must be applied retrospectively. Early adoption is permitted. The Company elected to adopt ASU 2016-18 as of December 31, 2016 on a retrospective basis, and as a result has included its restricted cash with cash and cash equivalents in the statement of cash flows. There was no impact to the statements of cash flows for the years ended December 31, 2015 and 2014 as the Company had no restricted cash balances during those periods. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation Of Cash, Cash Equivalents And Restricted Cash | December 31, 2016 2015 Cash and cash equivalents $ 55,975 $ 16,053 Restricted cash 17,250 - Total cash, cash equivalents and restricted cash $ 73,225 $ 16,053 |
Percentages of total oil and gas sales to significant purchasers | Year Ended December 31, 2016: Tesoro Crude Oil Co 15% Jamex Marketing LLC 12% Year Ended December 31, 2014: Plains Marketing LP 17% Shell Trading US 10% Bridger Trading LLC 10% |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
OIL AND GAS PROPERTIES [Abstract] | |
Net capitalized costs related to oil and gas producing activities | December 31, 2016 2015 Proved leasehold costs $ 3,330,928 $ 3,206,237 Unproved leasehold costs 392,484 689,754 Costs of completed wells and facilities 9,016,472 9,503,020 Wells and facilities in progress 490,967 505,514 Total oil and gas properties, successful efforts method 13,230,851 13,904,525 Accumulated depletion (4,170,237) (3,279,156) Oil and gas properties, net $ 9,060,614 $ 10,625,369 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Changes in goodwill | Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Balance, January 1, 2015 $ 875,676 $ - $ 875,676 Adjustments to previously recorded goodwill (1,904) - (1,904) Impairment losses - (873,772) (873,772) Balance, December 31, 2015 $ 873,772 $ (873,772) $ - |
Kodiak [Member] | |
Business Acquisition [Line Items] | |
Assets acquired and liabilities assumed | Consideration: Fair value of Whiting’s common stock issued (1) $ 1,771,094 Fair value of Kodiak restricted stock units assumed by Whiting (2) 9,596 Fair value of Kodiak options assumed by Whiting 7,523 Total consideration $ 1,788,213 Fair value of liabilities assumed: Accounts payable trade $ 18,390 Accrued capital expenditures 97,848 Revenues and royalties payable 57,423 Accrued interest 18,070 Accrued liabilities and other 43,563 Taxes payable 12,807 Long-term debt 2,500,875 Deferred tax liability 31,034 Asset retirement obligations 8,646 Other long-term liabilities 15,735 Amount attributable to liabilities assumed $ 2,804,391 Fair value of assets acquired: Cash and cash equivalents $ 18,879 Accounts receivable trade, net 215,654 Derivative assets 85,718 Prepaid expenses and other 8,523 Oil and gas properties, successful efforts method: Proved properties 2,266,607 Unproved properties 1,000,396 Other property and equipment 11,347 Deferred tax asset 106,758 Other long-term assets 4,950 Amount attributable to assets acquired $ 3,718,832 Goodwill $ 873,772 _____________________ (1) 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014), based on Kodiak’s 268,622,497 common shares outstanding at closing. (2) 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5 , 2014), based on Kodiak’s 1,455,409 restricted stock units held by employees as of December 8, 2014. |
Unaudited pro forma operating results | Year Ended December 31, 2014 Total operating revenues and other income $ 4,141,046 Net income available to common shareholders $ 362,376 Earnings per common share: Basic $ 2.18 Diluted $ 2.17 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
LONG-TERM DEBT [Abstract] | |
Schedule of long-term debt | December 31, 2016 2015 Credit agreement $ 550,000 $ 800,000 6.5% Senior Subordinated Notes due 2018 275,121 350,000 5.0% Senior Notes due 2019 961,409 1,100,000 1.25% Convertible Senior Notes due 2020 562,075 1,250,000 5.75% Senior Notes due 2021 873,609 1,200,000 6.25% Senior Notes due 2023 408,296 750,000 Total principal 3,630,510 5,450,000 Unamortized debt discounts and premiums (71,340) (203,082) Unamortized debt issuance costs on notes (23,867) (49,214) Total long-term debt $ 3,535,303 $ 5,197,704 |
Schedule of five succeeding fiscal years of scheduled maturities for the Company's long-term debt | 2017 2018 2019 2020 2021 Long-term debt $ - $ 275,121 $ 1,511,409 $ 562,075 $ 873,609 |
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% |
Summary of Long-Term Debt Terms | 2018 Senior 2020 Subordinated 2019 Convertible 2021 2023 Notes Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 275,121 $ 961,409 $ 562,075 $ 873,609 $ 408,296 Interest rate 6.5% 5.0% 1.25% 5.75% 6.25% Maturity date Oct 1, 2018 Mar 15, 2019 Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Make-whole redemption date (1) Oct 1, 2016 Dec 15, 2018 N/A (2) Dec 15, 2020 Jan 1, 2023 _____________________ (1) On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. (2) The indenture governing our 1.25% Convertible Senior Notes due 2020 do not allow for optional redemption by the Company prior to the maturity date. |
Schedule of convertible senior notes | December 31, 2016 2015 Liability component: Principal $ 562,075 $ 1,250,000 Less: unamortized note discount (72,622) (205,572) Less: unamortized debt issuance costs (5,988) (17,277) Net carrying value $ 483,465 $ 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 December 31, 2016 and $5 million of issuance costs and $88 million of deferred taxes as of De cember 31, 2015 . Interest expense recognized |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Schedule of reconciliation of the Company's asset retirement obligations | December 31, 2016 2015 Asset retirement obligation at January 1 $ 161,908 $ 179,931 Additional liability incurred 3,238 9,208 Revisions to estimated cash flows (1) 11,620 29,307 Accretion expense 13,800 20,274 Obligations on sold properties and assets held for sale (4,771) (69,601) Liabilities settled (8,791) (7,211) Asset retirement obligation at December 31 $ 177,004 $ 161,908 (1) Revisions to estimated cash flows during the year ended December 31, 2016 and 2015 are primarily attributable to the acceleration in the estimated timing of abandonment of a large number of our producing properties resulting from decreases in commodity prices used in the calculation of the Company’s reserves as of December 31, 2016 and 2015, respectively, which shortened the economic lives of these properties. For the year ended December 31, 2016, the increase was partially offset by decreases in the estimates of future costs required to plug and abandon wells in certain fields in the Central and Northern Rocky Mountains . |
DERIVATIVE FINANCIAL INSTRUME29
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Financial Instruments [Line Items] | |
Schedule of effects of commodity derivative instruments | (Gain) Loss Recognized in Income Not Designated as Statement of Operations Year Ended December 31, ASC 815 Hedges Classification 2016 2015 2014 Commodity contracts Derivative gain, net $ 58,771 $ (217,972) $ (136,995) Embedded derivatives Derivative gain, net (59,358) - 36,416 Total $ (587) $ (217,972) $ (100,579) |
Location and fair value of derivative instruments | December 31, 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 $ 21,405 $ (21,405) $ - Commodity contracts - non-current Other long-term assets 9,495 (9,495) - Embedded derivatives - non-current Other long-term assets 50,632 - 50,632 Total derivative assets $ 81,532 $ (30,900) $ 50,632 Derivative liabilities: Commodity contracts - current Accrued liabilities and other $ 39,033 $ (21,405) $ 17,628 Commodity contracts - non-current Other long-term liabilities 19,724 (9,495) 10,229 Total derivative liabilities $ 58,757 $ (30,900) $ 27,857 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) (2) Jan - Dec 2017 12,000,000 $34.50 - $44.75 - $60.01 Jan - Dec 2018 2,400,000 $40.00 - $50.00 - $61.40 Collars Jan - Dec 2017 3,000,000 $53.00 - $70.44 Total 17,400,000 _____________________ (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. (2) Subsequent to year-end, the Company entered into additional three-way collar contracts for 600,000 Bbl of crude oil volumes for the year ended December 31, 2017. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Summary of the fair values and carrying value of debt instruments | December 31, 2016 December 31, 2015 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 6.5% Senior Subordinated Notes due 2018 $ 275,121 $ 273,506 $ 265,125 $ 346,876 5.0% Senior Notes due 2019 961,409 956,607 830,500 1,092,219 1.25% Convertible Senior Notes due 2020 503,057 483,465 850,000 1,027,151 5.75% Senior Notes due 2021 868,149 868,460 870,000 1,191,861 6.25% Senior Notes due 2023 408,296 403,265 543,750 739,597 Total $ 3,016,032 $ 2,985,303 $ 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) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums. |
Fair value assets and liabilities measured on a recurring basis | Total Fair Value Level 1 Level 2 Level 3 December 31, 2016 Financial Assets Commodity derivatives – current $ - $ - $ - $ - Commodity derivatives – non-current - - - - Embedded derivatives – non-current - 50,632 - 50,632 Total financial assets $ - $ 50,632 $ - $ 50,632 Financial Liabilities Commodity derivatives – current $ - $ 14,664 $ 2,964 $ 17,628 Commodity derivatives – non-current - 3,979 6,250 10,229 Total financial liabilities $ - $ 18,643 $ 9,214 $ 27,857 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 | Year Ended December 31, 2016 2015 Fair value asset (liability), beginning of period $ (4,027) $ 53,530 Recognition of embedded derivatives associated with convertible note issuances (89,884) - Unrealized gains on embedded derivatives included in earnings (1) 47,965 - Settlement of embedded derivatives upon conversion of converti ble notes 41,919 - Unrealized losses on commodity derivative contracts included in earnings (1) (5,187) (24,018) Settlement of commodity derivative contracts - (33,539) Transfers into (out of) Level 3 - - Fair value liability, end of period $ (9,214) $ (4,027) _____________________ (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 | Loss (Before Net Carrying Tax) Year Value as of Ended September 30, Fair Value Measurements Using December 31, 2015 Level 1 Level 2 Level 3 2015 Proved property (1) $ 531,775 $ - $ - $ 531,775 $ 1,602,226 Goodwill (2) - - - - 873,772 Total non-recurring assets at fair value $ 531,775 $ - $ - $ 531,775 $ 2,475,998 _____________________ (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 North Ward Estes field in Texas and other non-core proved oil and gas properties primarily in Texas, Wyoming, North Dakota and Colorado that we re 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 2015, goodwill related to the Kodiak Acquisition with a carrying amount of $874 million was written down to its fair value of zero , resulting in a non-cash impairment charge of $874 million which was recorded as a separate line in the consolidated statements of operations. |
SHAREHOLDERS' EQUITY AND NONC31
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST [Abstract] | |
Schedule of noncontrolling interest | Year Ended December 31, 2016 2015 Balance at beginning of period $ 7,984 $ 8,070 Net loss (22) (86) Balance at end of period $ 7,962 $ 7,984 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Assumption for valuing market based restricted shares | 201 6 2015 2014 Number of simulations 2,500,000 2,500,000 65,000 Expected volatility 60.8% 40.3% 42.3% Risk-free interest rate 1.13% 0.99% 0.86% Dividend yield - - - |
Summary of nonvested restricted stock | Number of Shares Weighted Average Service-Based Market-Based Grant Date Restricted Stock Restricted Stock Fair Value Nonvested awards, January 1, 201 6 892,693 1,400,963 $ 30.03 Granted 2,952,193 1,073,143 6.80 Vested (428,659) - 32.41 Forfeited (348,423) (381,296) 17.08 Nonvested awards, December 31, 201 6 3,067,804 2,092,810 $ 13.55 |
Summary of stock options outstanding | Weighted Average Weighted Aggregate Remaining Average Intrinsic Contractual Number of Exercise Price Value Term Options per Share (in thousands) (in years) Options outstanding at January 1, 2016 588,175 $ 41.35 Granted - - Exercised - - $ - Forfeited or expired (73,741) 55.85 Options outstanding at December 31, 201 6 514,434 $ 39.27 $ 60 4.3 Options vested and expected to vest at December 31, 201 6 490,978 $ 38.81 $ 54 4.2 Options exercisable at December 31, 201 6 510,717 $ 39.06 $ 60 4.3 |
Kodiak [Member] | |
Business Acquisition [Line Items] | |
Assumption for valuing market based restricted shares | 2014 Risk-free interest rate 0.08% - 1.90% Expected volatility 40.3% - 49.7% Expected term 2.0 yrs. - 6.1 yrs. Dividend yield - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |
Schedule of income tax expense | Year Ended December 31, 2016 2015 2014 Current income tax expense (benefit): Federal $ (7,340) $ - $ (2,758) State 150 (357) 5,383 Total current income tax expense (benefit) (7,190) (357) 2,625 Deferred income tax expense (benefit): Federal (65,130) (736,520) 65,522 State (15,326) (37,350) 11,023 Total deferred income tax expense (benefit) (80,456) (773,870) 76,545 Total $ (87,646) $ (774,227) $ 79,170 |
Reconciliation of statutory income tax expense to income tax expense | Year Ended December 31, 2016 2015 2014 U.S. statutory income tax expense (benefit) $ (499,370) $ (1,047,723) $ 50,371 State income taxes, net of federal benefit (33,050) (44,654) 12,705 Statutory depletion (52) (327) (618) Enacted changes in state tax laws 5,020 7,350 3,700 Market-based equity awards 8,352 2,690 2,805 Permanent items 783 5,071 3,504 IRC Section 382 limitation 259,494 - - Non-deductible convertible debt expenses 174,071 - - Transaction costs - - 6,936 Goodwill impairment - 305,820 - Other (2,894) (2,454) (233) Total $ (87,646) $ (774,227) $ 79,170 |
Components of deferred income tax assets and liabilities | Year Ended December 31, 2016 2015 Deferred income tax assets: Net operating loss carryforward $ 1,248,034 $ 835,995 Derivative instruments 6,145 - Asset retirement obligations 21,398 18,896 Underwriter fees 5,134 6,060 Restricted stock compensation 12,171 17,675 EOR credit carryforwards 7,946 7,946 Alternative minimum tax credit carryforwards 7,847 15,694 Transaction costs 4,786 6,395 Other 9,436 11,110 Total deferred income tax assets 1,322,897 919,771 Less valuation allowance (264,461) (5,061) Net deferred income tax assets 1,058,436 914,710 Deferred income tax liabilities: Oil and gas properties 1,412,781 1,264,598 Trust distributions 94,120 101,665 Discount on convertible senior notes 27,224 76,475 Derivative instruments - 65,764 Total deferred income tax liabilities 1,534,125 1,508,502 Total net deferred income tax liabilities $ 475,689 $ 593,792 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
EARNINGS PER SHARE [Abstract] | |
Reconciliations between basic and diluted earnings per share | Year Ended December 31, 2016 2015 2014 Basic Earnings (Loss) Per Share Numerator: Net income (loss) available to common shareholders, basic $ (1,339,102) $ (2,219,182) $ 64,807 Denominator: Weighted average shares outstanding, basic 251,869 195,472 122,138 Diluted Earnings (Loss) Per Share Numerator: Adjusted net income (loss) available to common shareholders, diluted $ (1,339,102) $ (2,219,182) $ 64,807 Denominator: Weighted average shares outstanding, basic 251,869 195,472 122,138 Restricted stock and stock options - - 381 Weighted average shares outstanding, diluted 251,869 195,472 122,519 Earnings (loss) per common share, basic $ (5.32) $ (11.35) $ 0.53 Earnings (loss) per common share, diluted $ (5.32) $ (11.35) $ 0.53 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Minimum future payments under non-cancelable operating leases and unconditional purchase obligations | Payments due by period 2017 2018 2019 2020 2021 Thereafter Total Non-cancelable leases $ 7,502 $ 7,460 $ 6,368 $ 801 $ - $ - $ 22,131 Drilling rig contracts 30,717 - - - - - 30,717 Pipeline transportation agreements 5,369 5,369 5,369 5,369 5,369 16,849 43,694 Total $ 43,588 $ 12,829 $ 11,737 $ 6,170 $ 5,369 $ 16,849 $ 96,542 |
CAPITALIZED EXPLORATORY WELL 36
CAPITALIZED EXPLORATORY WELL COSTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
CAPITALIZED EXPLORATORY WELL COSTS [Abstract] | |
Net changes in capitalized exploratory well costs | Year Ended December 31, 2016 2015 2014 Beginning balance at January 1 $ - $ 14,293 $ 85,378 Additions to capitalized exploratory well costs pending the determination of proved reserves - 54,707 145,336 Reclassifications to wells, facilities and equipment based on the determination of proved reserves - (63,352) (200,869) Capitalized exploratory well costs charged to expense - (5,648) (15,552) Ending balance at December 31 $ - $ - $ 14,293 |
SUBSEQUENT EVENTS (Table)
SUBSEQUENT EVENTS (Table) | 12 Months Ended |
Dec. 31, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
Components Of Assets And Liabilities Classified As Held For Sale | Carrying Value as of December 31, 2016 Assets Oil and gas properties, net $ 347,817 Other property and equipment, net 475 Total property and equipment, net 348,292 Other long-term assets 854 Total assets held for sale $ 349,146 Liabilities Asset retirement obligations $ 131 Other long-term liabilities 407 Total liabilities related to assets held for sale $ 538 |
SUMMARY OF SIGNIFICANT ACCOUN38
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative I) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 29, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Oil and gas receivables collection period | 2 months | |||
Allowance for doubtful account | $ 10,000 | $ 12,000 | ||
Materials and supplies inventories | 33,000 | 69,000 | ||
Oil in tanks | 8,000 | 8,000 | ||
Impairment of Proved Properties | 1,600,000 | $ 629,000 | ||
Impairment of Unproved Properties | 73,000 | 135,000 | 136,000 | |
Interest cost capitalized | $ 100 | 4,000 | $ 4,000 | |
Goodwill | $ 0 | $ 874,000 | ||
Whiting USA Trust I [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Company retained ownership (as a percent) | 15.80% | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 4 years | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 30 years |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative II) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)segmentitemshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Employer's contribution in employees retirement plan | $ 8,000 | $ 12,000 | $ 9,000 |
Employees vest in employer contribution Percentage, per year of completed service | 20.00% | ||
Number of operating segments | segment | 1 | ||
Debt issuance costs | $ 23,867 | 49,214 | |
Non-current deferred income taxes | 475,689 | $ 593,792 | |
Contractual obligation | $ 96,542 | ||
Whiting USA Trust I [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Trust units sold to the public (in shares) | shares | 11,677,500 | ||
Whiting USA Trust II Units [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Trust units sold to the public (in shares) | shares | 18,400,000 | ||
Commodity Price Risk [Member] | Derivative Contracts [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of counterparties | item | 7 | ||
JP Morgan Chase [Member] | Commodity Price Risk [Member] | Derivative Contracts [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Outstanding derivative contracts as percentage of crude oil volumes hedged | 66.00% | ||
Wells Fargo Bank [Member] | Commodity Price Risk [Member] | Derivative Contracts [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Outstanding derivative contracts as percentage of crude oil volumes hedged | 10.00% |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Reconciliation Of Cash, Cash Equivalents And Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Cash and cash equivalents | $ 55,975 | $ 16,053 | ||
Restricted cash | 17,250 | |||
Total cash, cash equivalents and restricted cash | $ 73,225 | $ 16,053 | $ 78,100 | $ 699,460 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Percentages of total oil and gas sales to significant purchases) (Details) - Credit Concentration Risk [Member] - Oil And Gas Sales [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Tesoro Crude Oil Co [Member] | ||
Concentration Risk [Line Items] | ||
Sales as percentage of oil and gas revenue | 15.00% | |
Jamex Marketing LLC [Member] | ||
Concentration Risk [Line Items] | ||
Sales as percentage of oil and gas revenue | 12.00% | |
Plains Marketing LP [Member] | ||
Concentration Risk [Line Items] | ||
Sales as percentage of oil and gas revenue | 17.00% | |
Shell Trading US [Member] | ||
Concentration Risk [Line Items] | ||
Sales as percentage of oil and gas revenue | 10.00% | |
Bridger Trading LLC [Member] | ||
Concentration Risk [Line Items] | ||
Sales as percentage of oil and gas revenue | 10.00% |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
OIL AND GAS PROPERTIES [Abstract] | ||
Proved leasehold costs | $ 3,330,928 | $ 3,206,237 |
Unproved leasehold costs | 392,484 | 689,754 |
Costs of completed wells and facilities | 9,016,472 | 9,503,020 |
Wells and facilities in progress | 490,967 | 505,514 |
Total oil and gas properties, successful efforts method | 13,230,851 | 13,904,525 |
Accumulated depletion | (4,170,237) | (3,279,156) |
Oil and gas properties, net | $ 9,060,614 | $ 10,625,369 |
ACQUISITIONS AND DIVESTITURES43
ACQUISITIONS AND DIVESTITURES (Narrative) (Details) | Jun. 01, 2015USD ($)stateitem | May 01, 2015USD ($)stateitem | Dec. 08, 2014USD ($)aitemshares | Mar. 27, 2014USD ($)a | Jul. 31, 2016USD ($)$ / bbl | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 05, 2014$ / shares |
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 | (187,000,000) | ||||||
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% | ||||||||
Goodwill adjustment since acquisition | $ 1,904,000 | ||||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||||
Goodwill | 875,676,000 | ||||||||
Kodiak [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Shares exchanged per each share owned | shares | 0.177 | ||||||||
Total consideration | $ 1,788,213,000 | ||||||||
Aggregate purchase price | 4,300,000,000 | ||||||||
Outstanding debt | 2,500,000,000 | ||||||||
Cash acquired from acquisition | $ 19,000,000 | ||||||||
Gross acquisition area (in acres) | a | 327,000 | ||||||||
Net acquisition area (in acres) | a | 178,000 | ||||||||
Number of wells acquired | item | 778 | ||||||||
Goodwill | $ 873,772,000 | $ 0 | 0 | ||||||
Revenue | 46,000,000 | ||||||||
Net income | $ 17,000,000 | ||||||||
Kodiak [Member] | Common Stock [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Awards Assumed in Kodiak Acquisition (in shares) | shares | 47,546,139 | ||||||||
Closing price, per share | $ / shares | $ 37.25 | ||||||||
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 | ||||||||
Big Tex prospect properties [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sale | $ 76,000,000 | ||||||||
Gain (loss) on sale | $ 12,000,000 | ||||||||
Gross acquisition area (in acres) | a | 49,900 | ||||||||
Net acquisition area (in acres) | a | 41,000 | ||||||||
Wyoming And Colorado [Member] | Kodiak [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Net acquisition area (in acres) | a | 10,000 | ||||||||
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 |
ACQUISITIONS AND DIVESTITURES44
ACQUISITIONS AND DIVESTITURES (Preliminary Consideration Transferred) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 05, 2014 | |
Business Acquisition [Line Items] | ||||||
Unproved properties | $ 392,484 | $ 689,754 | ||||
Goodwill | $ 875,676 | |||||
Common stock, shares issued | 367,174,542 | 206,441,303 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing price, per share | $ 37.25 | |||||
Stock Option [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Awards Assumed in Kodiak Acquisition (in shares) | 673,235 | |||||
Kodiak [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, shares issued | 1,455,409 | |||||
Kodiak [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 1,788,213 | |||||
Accounts payable trade | 18,390 | |||||
Accrued capital expenditures | 97,848 | |||||
Revenues and royalties payable | 57,423 | |||||
Accrued interest | 18,070 | |||||
Accrued liabilities and other | 43,563 | |||||
Taxes payable | 12,807 | |||||
Long-term debt | 2,500,875 | |||||
Deferred tax liability | 31,034 | |||||
Asset retirement obligations | 8,646 | |||||
Other long-term liabilities | 15,735 | |||||
Amount attributable to liabilities assumed | 2,804,391 | |||||
Cash and cash equivalents | 18,879 | |||||
Accounts receivable trade, net | 215,654 | |||||
Derivative assets | 85,718 | |||||
Prepaid expenses and other | 8,523 | |||||
Proved properties | 2,266,607 | |||||
Unproved properties | 1,000,396 | |||||
Other property and equipment | 11,347 | |||||
Deferred tax asset | 106,758 | |||||
Other long-term assets | 4,950 | |||||
Amount attributable to assets acquired | 3,718,832 | |||||
Goodwill | $ 873,772 | $ 0 | ||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Awards Assumed in Kodiak Acquisition (in shares) | 257,601 | |||||
Common Stock [Member] | Kodiak [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, shares issued | 268,622,497 | |||||
Common Stock [Member] | Kodiak [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Whiting’s common stock issued | [1] | $ 9,596 | ||||
Common Stock [Member] | Kodiak [Member] | Stock Option [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Whiting’s common stock issued | $ 7,523 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing price, per share | $ 37.25 | |||||
Common Stock [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Awards Assumed in Kodiak Acquisition (in shares) | 47,546,139 | |||||
Common Stock [Member] | Common Stock [Member] | Kodiak [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Whiting’s common stock issued | [2] | $ 1,771,094 | ||||
[1] | 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5, 2014), based on Kodiak's 1,455,409 restricted stock units held by employees as of December 8, 2014. | |||||
[2] | 47,546,139 shares of Whiting common stock at $37.25 per share (closing price as of December 5, 2014), based on Kodiak's 268,622,497 common shares outstanding at closing. |
ACQUISITIONS AND DIVESTITURES45
ACQUISITIONS AND DIVESTITURES (Changes in the Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
Gross Carrying Amount, Beginning Balance | $ 875,676 |
Goodwill, Beginning Balance | 875,676 |
Adjustments to previously recorded goodwill | (1,904) |
Impairment losses | (873,772) |
Gross Carrying Amount, Ending Balance | 873,772 |
Accumulated Impairment Losses, Ending Balance | (873,772) |
Goodwill, Ending Balance |
ACQUISITIONS AND DIVESTITURES46
ACQUISITIONS AND DIVESTITURES (Unaudited Pro forma Operating Results) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Acquisition-related Costs [Member] | |
Business Acquisition [Line Items] | |
Acquisition-related costs | $ 86,000 |
Kodiak [Member] | |
Business Acquisition [Line Items] | |
Total operating revenues and other income | 4,141,046 |
Net income available to common shareholders | $ 362,376 |
Earnings per common share: Basic | $ / shares | $ 2.18 |
Earnings per common share: Diluted | $ / shares | $ 2.17 |
LONG-TERM DEBT (Credit agreemen
LONG-TERM DEBT (Credit agreement) (Details) - Whiting Oil and Gas Corporation [Member] - Credit Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt disclosures [Line Items] | ||
Maximum borrowing capacity of credit facility | $ 2,500,000 | |
Maximum aggregate commitments | 2,500,000 | |
Borrowing capacity of credit facility, net of letter of credit | 1,900,000 | |
Permitted issuance of second lien indebtedness maximum amount | 1,000,000 | |
Outstanding borrowings under credit facility | 550,000 | |
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 | 4.00% | 1.90% |
Retained earnings free from restrictions | $ 0 | |
Minimum consolidated current assets to consolidated current liabilities ratio | 1 | |
Total senior secured debt to EBITDAX ratio | 3 | |
EBITDAX to consolidated interest charges | 2.25 | |
April 1, 2018 Or Commencement Of An Investment-Grade Debt Rating Period [Member] | ||
Debt disclosures [Line Items] | ||
Total debt to EBITDAX ratio | 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 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 |
Debt Instrument [Line Items] | ||||||
Total principal | $ 3,630,510 | $ 5,450,000 | ||||
Unamortized debt discounts and premiums | (71,340) | (203,082) | ||||
Unamortized debt issuance costs on notes | (23,867) | (49,214) | ||||
Total long-term debt | 3,535,303 | 5,197,704 | ||||
Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | 550,000 | 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% | |||
Convertible Senior Notes [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total principal | $ 562,075 | $ 1,250,000 | ||||
Unamortized debt issuance costs on notes | $ (5,988) | $ (17,277) | $ (25,000) | |||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% |
LONG-TERM DEBT (Schedule of fiv
LONG-TERM DEBT (Schedule of five succeeding fiscal years of scheduled maturities for long-term debt) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
LONG-TERM DEBT [Abstract] | |
2,018 | $ 275,121 |
2,019 | 1,511,409 |
2,020 | 562,075 |
2,021 | $ 873,609 |
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] | 12 Months Ended |
Dec. 31, 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 (Summary of seni
LONG-TERM DEBT (Summary of senior notes, convertible senior notes and senior subordinated notes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 | ||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 3,630,510 | $ 5,450,000 | |||||
Percentage of principal amount redeemable | 100.00% | ||||||
6.5% Senior Subordinated Notes due 2018 [Member] | Senior Subordinated Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 275,121 | $ 350,000 | |||||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% | 6.50% | ||||
Debt maturity date | Oct. 1, 2018 | ||||||
Interest payment dates | Apr 1, Oct 1 | ||||||
Make-whole redemption date | [1] | Oct. 1, 2016 | |||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 961,409 | $ 1,100,000 | |||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | 5.00% | ||||
Debt maturity date | Mar. 15, 2019 | ||||||
Interest payment dates | Mar 15, Sep 15 | ||||||
Make-whole redemption date | [1] | Dec. 15, 2018 | |||||
1.25% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 562,075 | $ 1,250,000 | |||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | |||||
Debt maturity date | Apr. 1, 2020 | ||||||
Interest payment dates | Apr 1, Oct 1 | ||||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 873,609 | $ 1,200,000 | |||||
Interest rate on debt instrument (as a percent) | 5.75% | 5.75% | 5.75% | 5.75% | |||
Debt maturity date | Mar. 15, 2021 | ||||||
Interest payment dates | Mar 15, Sep 15 | ||||||
Make-whole redemption date | [1] | Dec. 15, 2020 | |||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt instrument | $ 408,296 | $ 750,000 | |||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | 6.25% | ||||
Debt maturity date | Apr. 1, 2023 | ||||||
Interest payment dates | Apr 1, Oct 1 | ||||||
Make-whole redemption date | [1] | Jan. 1, 2023 | |||||
[1] | On or after these dates, the Company may redeem the applicable series of notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, together with accrued and unpaid interest up to the redemption date. At any time prior to these dates, the Company may redeem the notes at a redemption price that includes an applicable premium as defined in the indentures to such notes. |
LONG-TERM DEBT (Senior notes an
LONG-TERM DEBT (Senior notes and senior subordinated notes) (Details) - USD ($) shares in Millions | Feb. 02, 2017 | Aug. 12, 2016 | Jul. 01, 2016 | Mar. 23, 2016 | Dec. 24, 2015 | May 01, 2015 | Mar. 06, 2015 | Jan. 07, 2015 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 08, 2014 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 |
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 3,630,510,000 | $ 5,450,000,000 | ||||||||||||||
(Gain) loss on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | (42,236,000) | (18,361,000) | ||||||||||||
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% | |||||||||||||||
Repurchased Kodiak Notes [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 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% | |||||||||||||
Notes Issued | $ 350,000,000 | |||||||||||||||
Total principal | $ 275,121,000 | $ 350,000,000 | ||||||||||||||
Aggregate principal amount exchanged | 26,000,000 | 49,000,000 | ||||||||||||||
Senior Subordinated Notes [Member] | Subsequent Event [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Total principal | $ 275,000,000 | |||||||||||||||
Repayment of subordinated note | $ 281,000,000 | |||||||||||||||
Percentage of redemption price | 100.00% | |||||||||||||||
Senior Notes [Member] | 5% Senior Notes due 2019 [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | 5.00% | |||||||||||||
Notes Issued | $ 1,100,000,000 | |||||||||||||||
Total principal | $ 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% | ||||||||||||
Notes Issued | $ 800,000,000 | $ 400,000,000 | ||||||||||||||
Total principal | $ 873,609,000 | $ 1,200,000,000 | ||||||||||||||
Debt, effective interest rate | 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 | ||||||||||||||
Repurchase of notes | $ 832,429,000 | |||||||||||||||
Senior Notes [Member] | 5.5% Senior Notes due 2021 [Member] | ||||||||||||||||
Debt disclosures [Line Items] | ||||||||||||||||
Interest rate on debt instrument (as a percent) | 5.50% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||
Notes Issued | $ 750,000,000 | |||||||||||||||
Total principal | $ 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 ($)$ / shares$ / item | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | 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 | $ 3,630,510,000 | $ 5,450,000,000 | ||||||||
(Gain) loss on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | (42,236,000) | (18,361,000) | ||||||
Non cash charges | $ 14,000,000 | 113,000,000 | ||||||||
Deferred Finance Costs, Net | 23,867,000 | 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 | $ 350,000,000 | ||||||||
Interest Rate (as a percent) | 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 | |||||||||
Conversion price per share | $ / shares | $ 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 | $ 1,100,000,000 | ||||||||
Interest Rate (as a percent) | 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 | |||||||||
Conversion price per share | $ / shares | $ 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 | $ 1,200,000,000 | ||||||||
Interest Rate (as a percent) | 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 | |||||||||
Conversion price per share | $ / shares | $ 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 | $ 750,000,000 | ||||||||
Interest Rate (as a percent) | 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 | |||||||||
Conversion price per share | $ / shares | $ 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 ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)item$ / shares$ / item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||
Debt finance cost | $ 23,867,000 | $ 49,214,000 | |||||
Interest expense | 557,620,000 | 334,125,000 | $ 170,642,000 | ||||
Aggregate principal amount exchanged | $ 477,000,000 | ||||||
Carrying value of debt instrument | 3,630,510,000 | 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 | $ 1,250,000,000 | ||||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | |||||
Net proceeds | 1,200,000,000 | ||||||
Debt finance cost | 25,000,000 | $ 5,988,000 | $ 17,277,000 | ||||
Principal amount per conversion ratio | $ / item | 1,000 | ||||||
Conversion ratio | 25.6410 | ||||||
Conversion price per $1,000 principal amount of notes | $ / shares | $ 39 | ||||||
Debt, effective interest rate | 5.60% | ||||||
Carrying value of convertible debt | $ 483,465,000 | 1,027,151,000 | |||||
Debt discount | 238,000,000 | 72,622,000 | 205,572,000 | ||||
Estimated fair value of Notes | $ 1,000,000,000 | ||||||
Interest expense | 43,000,000 | 44,000,000 | |||||
Aggregate principal amount exchanged | $ 559,000,000 | $ 129,000,000 | |||||
Carrying value of debt instrument | $ 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 | ||||||
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 ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Less: unamortized debt issuance costs | $ (23,867,000) | $ (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 | (72,622,000) | (205,572,000) | (238,000,000) | |
Less: unamortized debt issuance costs | (5,988,000) | (17,277,000) | $ (25,000,000) | |
Net carrying value | 483,465,000 | 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 December 31, 2016 and $5 million of issuance costs and $88 million of deferred taxes as of December 31, 2015. |
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 ($) | Mar. 23, 2016USD ($) | Dec. 31, 2016USD ($)item$ / shares$ / itemshares | Dec. 31, 2016USD ($)$ / shares$ / item | 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 | |||||||||||
Gain (loss) on extinguishment of debt | $ 4,000,000 | $ 57,000,000 | $ (42,236,000) | $ (18,361,000) | ||||||||
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 | |||||||||||
Carrying value of debt instrument | $ 3,630,510,000 | 3,630,510,000 | $ 5,450,000,000 | |||||||||
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 (loss) on extinguishment of debt | $ 3,000,000 | |||||||||||
Recognition of beneficial conversion features on convertible notes | 233,000,000 | 232,801,000 | ||||||||||
Fair value difference from principal amount | 69,000,000 | |||||||||||
Debt discount | $ 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 | |||||||||||
Carrying value of debt instrument | 0 | $ 0 | ||||||||||
After Observation Period [Member] | Mandatory Convertible Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Non cash charges | $ 244,000,000 | |||||||||||
Debt Instrument, Convertible, Threshold Trading Days | item | 20 | 20 | ||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | 30 days | ||||||||||
Conversion price per share | $ / shares | $ 8.75 | $ 8.75 | $ 8.75 | |||||||||
Aggregate principal amount converted into shares | $ 721,000,000 | |||||||||||
Number of shares upon settlement of conversion | shares | 77.6 | |||||||||||
Cash paid for accrued and unpaid interest on notes | $ 5,000,000 | |||||||||||
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% | ||||||||
Carrying value of debt instrument | $ 275,121,000 | $ 275,121,000 | $ 350,000,000 | |||||||||
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% | |||||||||
Reduction of equity component of 2020 Convertible Senior Notes upon extinguishment, net | $ 63,000,000 | |||||||||||
Debt discount | $ 72,622,000 | $ 72,622,000 | $ 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 | ||||||||||
Carrying value of debt instrument | $ 562,075,000 | $ 562,075,000 | $ 1,250,000,000 | |||||||||
Convertible Senior Notes [Member] | 1.25% Mandatory Convertible Senior Notes due 2020, Series 2 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 129,000,000 | |||||||||||
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% | |||||||||||
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% | |||||||||||
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% | |||||||||||
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% | |||||||||||
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% | ||||||||
Carrying value of debt instrument | $ 961,409,000 | $ 961,409,000 | $ 1,100,000,000 | |||||||||
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% | |||||||
Carrying value of debt instrument | $ 873,609,000 | $ 873,609,000 | $ 1,200,000,000 | |||||||||
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% | ||||||||
Carrying value of debt instrument | $ 408,296,000 | $ 408,296,000 | $ 750,000,000 | |||||||||
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% | |||||||||||
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 ($) | Mar. 23, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
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 | $ (42,236) | $ (18,361) | |
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Asset Retirement Obligations | |||
Asset retirement obligations, current portion | $ 8,000 | $ 6,000 | |
Reconciliation of the Company's asset retirement obligations | |||
Balance at the beginning of the period | 161,908 | 179,931 | |
Additional liability incurred | 3,238 | 9,208 | |
Revisions to estimated cash flows | [1] | 11,620 | 29,307 |
Accretion expense | 13,800 | 20,274 | |
Obligations on sold properties and assets held for sale | (4,771) | (69,601) | |
Liabilities settled | (8,791) | (7,211) | |
Balance at the end of the period | $ 177,004 | $ 161,908 | |
[1] | Revisions to estimated cash flows during the year ended December 31, 2016 and 2015 are primarily attributable to the acceleration in the estimated timing of abandonment of a large number of our producing properties resulting from decreases in commodity prices used in the calculation of the Company's reserves as of December 31, 2016 and 2015, respectively, which shortened the economic lives of these properties. For the year ended December 31, 2016, the increase was partially offset by decreases in the estimates of future costs required to plug and abandon wells in certain fields in the Central and Northern Rocky Mountains. |
DERIVATIVE FINANCIAL INSTRUME59
DERIVATIVE FINANCIAL INSTRUMENTS (Derivative instruments) (Details) - Whiting Petroleum Corporation [Member] - Crude oil [Member] | Jan. 03, 2017item | Dec. 31, 2016item$ / bbl | |
Derivative Financial Instruments [Line Items] | |||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 17,400,000 | ||
Three-way collars [Member] | Jan - Dec 2017 [Member] | |||
Derivative Financial Instruments [Line Items] | |||
Aggregate notional amount of price risk derivatives (in Bbl) | item | [1],[2] | 12,000,000 | |
Derivative, Floor Price (in dollars per Bbl) | [1],[2] | 34.50 | |
Derivative, Strike Price (in dollars per Bbl) | [1],[2] | 44.75 | |
Derivative, Cap Price (in dollars per Bbl) | [1],[2] | 60.01 | |
Three-way collars [Member] | Jan - Dec 2017 [Member] | Subsequent Event [Member] | |||
Derivative Financial Instruments [Line Items] | |||
Aggregate notional amount of price risk derivatives (in Bbl) | item | 600,000 | ||
Three-way collars [Member] | Jan - Dec 2018 [Member] | |||
Derivative Financial Instruments [Line Items] | |||
Aggregate notional amount of price risk derivatives (in Bbl) | item | [1],[2] | 2,400,000 | |
Derivative, Floor Price (in dollars per Bbl) | [1],[2] | 40 | |
Derivative, Strike Price (in dollars per Bbl) | [1],[2] | 50 | |
Derivative, Cap Price (in dollars per Bbl) | [1],[2] | 61.40 | |
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. | ||
[2] | Subsequent to year-end, the Company entered into additional three-way collar contracts for 600,000 Bbl of crude oil volumes for the year ended December 31, 2017. |
DERIVATIVE FINANCIAL INSTRUME60
DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) | 1 Months Ended | ||||
Jul. 31, 2016USD ($)$ / bbl | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | 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 | $ (9,214,000) | $ (4,027,000) | $ 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 | 50,632,000 | 186,679,000 | |||
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] | 50,632,000 | $ 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] | $ 50,632,000 | |||
[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 INSTRUME61
DERIVATIVE FINANCIAL INSTRUMENTS (Schedule of effects of commodity derivative instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Financial Instruments [Line Items] | |||
(Gain) Loss Recognized in Income | $ (587) | $ (217,972) | $ (100,579) |
Not Designated as ASC 815 Hedges [Member] | |||
Derivative Financial Instruments [Line Items] | |||
(Gain) Loss Recognized in Income | (587) | (217,972) | (100,579) |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | |||
Derivative Financial Instruments [Line Items] | |||
(Gain) Loss Recognized in Income | 58,771 | $ (217,972) | (136,995) |
Embedded derivatives [Member] | Not Designated as ASC 815 Hedges [Member] | |||
Derivative Financial Instruments [Line Items] | |||
(Gain) Loss Recognized in Income | $ (59,358) | $ 36,416 |
DERIVATIVE FINANCIAL INSTRUME62
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, assets) (Details) - USD ($) $ in Thousands | Dec. 31, 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] | $ 81,532 | $ 290,193 | |
Gross Amounts Offset | [1] | (30,900) | (103,514) | |
Total financial assets | [1] | 50,632 | 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] | 21,405 | 258,778 | |
Gross Amounts Offset | [1] | (21,405) | (100,049) | |
Total financial assets | [1] | 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] | 9,495 | 31,415 | |
Gross Amounts Offset | [1] | (9,495) | (3,465) | |
Total financial assets | [1] | $ 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] | 50,632 | ||
Total financial assets | [1] | $ 50,632 | ||
[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 INSTRUME63
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of derivative instruments, liabilities) (Details) - Not Designated as ASC 815 Hedges [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | |||
Gross Amounts of Recognized Liabilities | [1] | $ 58,757 | $ 107,541 |
Gross Amounts Offset | [1] | (30,900) | (103,514) |
Total financial liabilities | [1] | 27,857 | 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] | 39,033 | 101,214 |
Gross Amounts Offset | [1] | (21,405) | (100,049) |
Total financial liabilities | [1] | 17,628 | 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] | 19,724 | 6,327 |
Gross Amounts Offset | [1] | (9,495) | (3,465) |
Total financial liabilities | [1] | $ 10,229 | $ 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 and carrying values of debt instruments) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2013 | Sep. 26, 2013 | Sep. 30, 2010 | |
Fair Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [1] | $ 3,016,032 | $ 3,359,375 | ||||
Carrying Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 2,985,303 | $ 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 | [1] | $ 275,121 | $ 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 | [2] | $ 273,506 | $ 346,876 | ||||
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 | [1] | $ 961,409 | $ 830,500 | ||||
5% Senior Notes due 2019 [Member] | Senior Notes [Member] | Carrying Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 956,607 | $ 1,092,219 | ||||
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% Convertible Senior Notes due 2020 [Member] | Convertible Senior Notes [Member] | Fair Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [1] | $ 503,057 | $ 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 | [2] | $ 483,465 | $ 1,027,151 | ||||
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 | [1] | $ 868,149 | $ 870,000 | ||||
5.75% Senior Notes due 2021 [Member] | Senior Notes [Member] | Carrying Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 868,460 | $ 1,191,861 | ||||
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% Senior Notes due 2023 [Member] | Senior Notes [Member] | Fair Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [1] | $ 408,296 | $ 543,750 | ||||
6.25% Senior Notes due 2023 [Member] | Senior Notes [Member] | Carrying Value [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Fair Value Disclosure | [2] | $ 403,265 | $ 739,597 | ||||
[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] | Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums. |
FAIR VALUE MEASUREMENTS (Fair v
FAIR VALUE MEASUREMENTS (Fair value assets and liabilities measured on a recurring basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Assets | ||
Financial assets - current | $ 158,729 | |
Recurring Basis [Member] | ||
Financial Assets | ||
Total financial assets | $ 50,632 | 186,679 |
Financial Liabilities | ||
Total financial liabilities | 27,857 | 4,027 |
Recurring Basis [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 158,729 | |
Financial assets - non-current | 27,950 | |
Financial Liabilities | ||
Financial liabilities - current | 17,628 | 1,165 |
Financial liabilities - non-current | 10,229 | 2,862 |
Recurring Basis [Member] | Embedded derivatives [Member] | ||
Financial Assets | ||
Financial assets - non-current | 50,632 | |
Recurring Basis [Member] | Level 2 [Member] | ||
Financial Assets | ||
Total financial assets | 50,632 | 186,679 |
Financial Liabilities | ||
Total financial liabilities | 18,643 | |
Recurring Basis [Member] | Level 2 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - current | 158,729 | |
Financial assets - non-current | 27,950 | |
Financial Liabilities | ||
Financial liabilities - current | 14,664 | |
Financial liabilities - non-current | 3,979 | |
Recurring Basis [Member] | Level 2 [Member] | Embedded derivatives [Member] | ||
Financial Assets | ||
Financial assets - non-current | 50,632 | |
Recurring Basis [Member] | Level 3 [Member] | ||
Financial Liabilities | ||
Total financial liabilities | 9,214 | 4,027 |
Recurring Basis [Member] | Level 3 [Member] | Commodity contracts [Member] | ||
Financial Liabilities | ||
Financial liabilities - current | 2,964 | 1,165 |
Financial liabilities - non-current | $ 6,250 | $ 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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 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 | $ (4,027) | $ 53,530 | |
Recognition of embedded derivatives associated with convertible note issuances | (89,884) | ||
Fair value liability, end of period | (9,214) | (4,027) | |
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] | (5,187) | (24,018) |
Settlement | $ (33,539) | ||
Embedded derivatives [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] | 47,965 | |
Settlement | $ 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) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 29, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill | $ 0 | $ 874,000 | |||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 1,600,000 | $ 629,000 | |||
Goodwill impairment | 873,772 | ||||
Nonrecurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total non-recurring assets at fair value | $ 531,775 | ||||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 2,475,998 | ||||
Goodwill impairment | [1] | 873,772 | |||
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 | ||||
Nonrecurring [Member] | Proved Properties [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Proved property | [2] | 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 | |||
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 | ||||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | 1,500,000 | ||||
Proved Oil and Gas Properties, Net Carrying Value | 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 | ||||
Non-recurring assets at fair value, Impairment Loss (Before Tax) | $ 62,000 | ||||
CO2 Properties, Net Carrying Value | $ 63,000 | ||||
[1] | During 2015, goodwill related to the Kodiak Acquisition with a carrying amount of $874 million was written down to its fair value of zero, resulting in a non-cash impairment charge of $874 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 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 $62 million which was also recorded within exploration and impairment expense. |
SHAREHOLDERS' EQUITY AND NONC69
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Common stock) (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Shareholders' Equity And Noncontrolling Interest [Line Items] | ||||
Common stock, shares authorized | 600,000,000 | 300,000,000 | ||
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 NONC70
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Schedule of noncontrolling interest) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Noncontrolling Interest disclosures [Line Items] | |||
Balance at beginning of period | $ 7,984 | $ 8,070 | |
Net loss | (22) | (86) | $ (62) |
Balance at end of period | $ 7,962 | $ 7,984 | $ 8,070 |
Sustainable Water Resources, LLC [Member] | |||
Noncontrolling Interest disclosures [Line Items] | |||
Third party ownership interest (as a percent) | 25.00% |
STOCK-BASED COMPENSATION (Equit
STOCK-BASED COMPENSATION (Equity incentive plan) (Details) $ / shares in Units, $ in Millions | May 17, 2016shares | Dec. 08, 2014shares | Jan. 31, 2016shares | Jan. 31, 2015shares | Jan. 31, 2014shares | Dec. 31, 2016USD ($)item$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares |
Share-based compensation disclosures [Line Items] | ||||||||
Stock compensation expense | $ | $ 26 | $ 28 | $ 23 | |||||
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 | |||||||
Vesting (service) period | 3 years | |||||||
Awards Assumed in Kodiak Acquisition (in shares) | 673,235 | |||||||
Unrecognized compensation cost | $ | $ 0 | |||||||
Aggregate Intrinsic Value, options Exercised | $ | 2 | 6 | ||||||
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 | |||||||
Granted (in dollars per share) | $ / shares | $ 6.80 | |||||||
Unrecognized compensation cost | $ | $ 18 | |||||||
Weighted average period over which cost will be recognized | 1 year 7 months 6 days | |||||||
Total fair value of restricted stock vested | $ | $ 5 | $ 4 | $ 31 | |||||
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 | 6,333,174 | |||||||
Service-Based Restricted Stock [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Granted (in shares) | 2,952,193 | |||||||
Granted (in dollars per share) | $ / shares | $ 6.95 | $ 30.93 | $ 60.22 | |||||
Executive officers and employees [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 3 years | |||||||
Minimum [Member] | Stock Option [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 1 year | |||||||
Minimum [Member] | Directors [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 1 year | |||||||
Maximum [Member] | Stock Option [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 3 years | |||||||
Market-based vesting criteria [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 3 years | |||||||
Market-based vesting criteria [Member] | Executive officers [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 3 years | |||||||
Granted (in shares) | 750,681 | |||||||
Granted (in dollars per share) | $ / shares | $ 6.39 | $ 33.25 | $ 26.59 | |||||
Market-based vesting criteria [Member] | Executive officers [Member] | 2013 Equity Plan [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Vesting (service) period | 3 years | |||||||
Market-based vesting criteria [Member] | Executive officers [Member] | 2013 Equity Plan [Member] | Restricted stock [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Granted (in shares) | 1,073,143 | 391,773 | ||||||
Market-based vesting criteria [Member] | Minimum [Member] | Executive officers [Member] | 2013 Equity Plan [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Possible multiplier of shares earned | item | 0 | |||||||
Market-based vesting criteria [Member] | Maximum [Member] | Executive officers [Member] | 2013 Equity Plan [Member] | ||||||||
Share-based compensation disclosures [Line Items] | ||||||||
Possible multiplier of shares earned | item | 2 |
STOCK-BASED COMPENSATION (Equ72
STOCK-BASED COMPENSATION (Equity awards assumed in Kodiak acquisition) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2014 | Dec. 31, 2016 | |
Kodiak [Member] | |||
Business Acquisition [Line Items] | |||
Shares exchanged per each share owned | 0.177 | ||
Stock Option [Member] | |||
Business Acquisition [Line Items] | |||
Awards Assumed in Kodiak Acquisition (in shares) | 673,235 | ||
Amount attributed to prior service rendered | $ 7,000 | ||
Remaining amount to be expensed over remaining service term | $ 1,000 | ||
Vesting (service) period (in years) | 3 years | ||
Stock Option [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Vesting (service) period (in years) | 3 years | ||
Stock Option [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Vesting (service) period (in years) | 1 year | ||
Stock Option [Member] | Kodiak [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average fair value, per share | $ 12.20 | ||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||
Business Acquisition [Line Items] | |||
Awards Assumed in Kodiak Acquisition (in shares) | 257,601 | ||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | Kodiak [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of Whiting’s common stock issued | [1] | $ 9,596 | |
Common Stock [Member] | Stock Option [Member] | Kodiak [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of Whiting’s common stock issued | $ 7,523 | ||
[1] | 257,601 shares of Whiting common stock issued at $37.25 per share (closing price as of December 5, 2014), based on Kodiak's 1,455,409 restricted stock units held by employees as of December 8, 2014. |
STOCK-BASED COMPENSATION (Assum
STOCK-BASED COMPENSATION (Assumption for valuing market based restricted shares) (Details) - item | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield (as a percent) | 0.00% | ||
Stock Option [Member] | Kodiak [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (as a percent) | 49.70% | ||
Risk-free interest rate (as a percent) | 1.90% | ||
Expected term | 6 years 1 month 6 days | ||
Stock Option [Member] | Kodiak [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (as a percent) | 40.30% | ||
Risk-free interest rate (as a percent) | 0.08% | ||
Expected term | 2 years | ||
Market-based vesting criteria [Member] | Executive officers [Member] | Restricted stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of simulations | 2,500,000 | 2,500,000 | 65,000 |
Expected volatility (as a percent) | 60.80% | 40.30% | 42.30% |
Risk-free interest rate (as a percent) | 1.13% | 0.99% | 0.86% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of nonvested restricted stock) (Details) - Restricted stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at the beginning of the period (in dollars per share) | $ 30.03 | ||
Granted (in dollars per share) | 6.80 | ||
Vested (in dollars per share) | 32.41 | ||
Forfeited (in dollars per share) | 17.08 | ||
Balance at the end of the period (in dollars per share) | $ 13.55 | $ 30.03 | |
Service-Based Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at the beginning of the period (in shares) | 892,693 | ||
Granted (in shares) | 2,952,193 | ||
Vested (in shares) | (428,659) | ||
Forfeited (in shares) | (348,423) | ||
Balance at the end of the period (in shares) | 3,067,804 | 892,693 | |
Granted (in dollars per share) | $ 6.95 | $ 30.93 | $ 60.22 |
Market-Based Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at the beginning of the period (in shares) | 1,400,963 | ||
Granted (in shares) | 1,073,143 | ||
Forfeited (in shares) | (381,296) | ||
Balance at the end of the period (in shares) | 2,092,810 | 1,400,963 |
STOCK-BASED COMPENSATION (Sum75
STOCK-BASED COMPENSATION (Summary of stock options outstanding) (Details) - Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance at the beginning of the period (in shares) | 588,175 | ||
Forfeited or expired (in shares) | (73,741) | ||
Balance at the end of the period (in shares) | 514,434 | 588,175 | |
Options vested and expected to vest (in shares) | 490,978 | ||
Options exercisable (in shares) | 510,717 | ||
Balance at the beginning of the period (in dollars per share) | $ 41.35 | ||
Forfeitures or expired (in dollars per share) | 55.85 | ||
Balance at the end of the period (in dollars per share) | 39.27 | $ 41.35 | |
Options vested and expected to vest (in dollars per share) | 38.81 | ||
Options exercisable (in dollars per share) | $ 39.06 | ||
Aggregate Intrinsic Value, options Exercised | $ 2,000,000 | $ 6,000,000 | |
Aggregate Intrinsic Value, options outstanding, end of period | $ 60,000 | ||
Options vested and expected to vest, Aggregate Intrinsic Value | 54,000 | ||
Options exercisable, Aggregate Intrinsic Value | $ 60,000 | ||
Weighted Average Remaining Contractual Term, options outstanding | 4 years 3 months 18 days | ||
Weighted Average Remaining Contractual Term, options vested and expected to vest | 4 years 2 months 12 days | ||
Weighted Average Remaining Contractual Term, options exercisable | 4 years 3 months 18 days |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
U.S. statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Valuation allowance recognized | $ 259,000 | ||
EOR credit carryforwards | 7,946 | $ 7,946 | |
Alternative minimum tax credit carryforwards | 7,847 | 15,694 | |
Tax credit, alternative minimum tax recognized | 7,000 | ||
Valuation allowance | 264,461 | 5,061 | |
Amount of temporary differences | 698,000 | ||
Unrecognized tax benefit | 170 | ||
Unrecognized tax benefits, penalties and interest expense | 0 | 0 | $ 0 |
Unrecognized tax benefits, penalties and interest accrued | 0 | $ 0 | $ 0 |
IRC Section 382 Limitations [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 251,000 | ||
EOR Credits [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 8,000 | ||
Canadian NOL Carryforwards [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | 5,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss carryforwards | 2,700,000 | ||
Net operating loss carryforwards related to tax deductions that deviate from compensation expense | $ 70,000 |
INCOME TAXES (Schedule of incom
INCOME TAXES (Schedule of income expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | |||
Federal | $ (7,340) | $ (2,758) | |
State | 150 | $ (357) | 5,383 |
Total current income tax expense (benefit) | (7,190) | (357) | 2,625 |
Federal | (65,130) | (736,520) | 65,522 |
State | (15,326) | (37,350) | 11,023 |
Total deferred income tax expense (benefit) | (80,456) | (773,870) | 76,545 |
Total income tax expense (benefit) | $ (87,646) | $ (774,227) | $ 79,170 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of statutory income tax expense to income expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | |||
U.S. statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
U.S. statutory income tax expense (benefit) | $ (499,370) | $ (1,047,723) | $ 50,371 |
State income taxes, net of federal benefit | (33,050) | (44,654) | 12,705 |
Statutory depletion | (52) | (327) | (618) |
Enacted changes in state tax laws | 5,020 | 7,350 | 3,700 |
Market-based equity awards | 8,352 | 2,690 | 2,805 |
Permanent items | 783 | 5,071 | 3,504 |
IRC Section 382 limitation | 259,494 | ||
Non-deductible convertible debt expenses | 174,071 | ||
Transaction costs | 6,936 | ||
Goodwill impairment | 305,820 | ||
Other | (2,894) | (2,454) | (233) |
Total income tax expense (benefit) | $ (87,646) | $ (774,227) | $ 79,170 |
INCOME TAXES (Components of def
INCOME TAXES (Components of deferred income tax assets and liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
INCOME TAXES [Abstract] | ||
Net operating loss carryforward | $ 1,248,034 | $ 835,995 |
Derivative instruments | 6,145 | |
Asset retirement obligations | 21,398 | 18,896 |
Underwriter fees | 5,134 | 6,060 |
Restricted stock compensation | 12,171 | 17,675 |
EOR credit carryforwards | 7,946 | 7,946 |
Alternative minimum tax credit carryforwards | 7,847 | 15,694 |
Transaction costs | 4,786 | 6,395 |
Other | 9,436 | 11,110 |
Total deferred income tax assets | 1,322,897 | 919,771 |
Less valuation allowances | (264,461) | (5,061) |
Net deferred income tax assets | 1,058,436 | 914,710 |
Oil and gas properties | 1,412,781 | 1,264,598 |
Trust distributions | 94,120 | 101,665 |
Discount on convertible senior notes | 27,224 | 76,475 |
Derivative instruments | 65,764 | |
Total deferred income tax liabilities | 1,534,125 | 1,508,502 |
Total net deferred income tax liabilities | $ 475,689 | $ 593,792 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) item in Millions | 12 Months Ended | ||
Dec. 31, 2016itemshares | Dec. 31, 2015shares | Dec. 31, 2014shares | |
Convertible Debt Securities [Member] | |||
Shares excluded from Earnings Per Share calculation [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 43,283,035 | ||
Stock options [Member] | |||
Shares excluded from Earnings Per Share calculation [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,635 | 85,564 | 791 |
Stock options excluded from earnings per share calculation (in shares) | 1,917,811 | 514,757 | |
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 | 1,778,587 | 516,139 | |
Market-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 | 676,277 | ||
Restricted stock excluded from earnings per share calculation (in shares) | 370,195 | 803,902 |
EARNINGS PER SHARE (Reconciliat
EARNINGS PER SHARE (Reconciliations between basic and diluted earnings per share)(Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||
Net income (loss) available to common shareholders, basic | $ (1,339,102) | $ (2,219,182) | $ 64,807 |
Denominator: | |||
Weighted average shares outstanding, basic | 251,869 | 195,472 | 122,138 |
Numerator: | |||
Adjusted net income (loss) available to common shareholders, diluted | $ (1,339,102) | $ (2,219,182) | $ 64,807 |
Denominator: | |||
Restricted stock and stock options (in shares) | 381 | ||
Weighted average shares outstanding, diluted | 251,869 | 195,472 | 122,519 |
Earnings (loss) per common share, basic (in dollars per share) | $ (5.32) | $ (11.35) | $ 0.53 |
Earnings (loss) per common share, diluted (in dollars per share) | $ (5.32) | $ (11.35) | $ 0.53 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2014USD ($) | Dec. 31, 2016itemshares | Dec. 31, 2014 | |
Whiting USA Trust I [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership in subsidiary | 15.80% | ||
Whiting's ownership interest (in units) | shares | 2,186,389 | ||
Alliant Energy Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of tax benefits due to affiliate related to step-up of tax basis assets | 90.00% | ||
Payments under agreement | $ 26 | ||
Interest expense | $ 3 | ||
Working interest in offshore platforms (as a percent) | 6.00% | ||
Number of offshore platforms in California that the Company has working interest in | item | 3 |
RELATED PARTY TRANSACTIONS (Sum
RELATED PARTY TRANSACTIONS (Summary of related party receivable and payable balances) (Details) | Dec. 31, 2016 |
Whiting USA Trust I [Member] | |
Related Party Transaction [Line Items] | |
Percentage of ownership in subsidiary | 15.80% |
COMMITMENTS AND CONTINGENCIES84
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($)contract | Dec. 31, 2016USD ($)ft²contractitemMBbls | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Rental expense | $ 9,000 | $ 9,000 | $ 7,000 | |
Crude oil [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Delivery commitments for year 2017 | MBbls | 19,600 | |||
Delivery commitments for year 2018 | MBbls | 21,500 | |||
Delivery commitments for year 2019 | MBbls | 23,300 | |||
Delivery commitments for year 2020 | MBbls | 6,600 | |||
Delivery commitments deficiency payments | $ 43,000 | 15,000 | ||
Take-Or-Pay Agreements [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of take or pay purchase agreements | contract | 1 | |||
Payments under purchase contracts | $ 37,000 | 88,000 | 105,000 | |
Future commitments under purchase agreements | $ 31,000 | |||
Pipeline Transportation Agreements [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of pipeline transportation agreements | contract | 2 | |||
Number of suppliers | item | 1 | |||
Future commitments under purchase agreements | $ 43,694 | |||
Natural Gas, CO2 And Water Contracts [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Payments under purchase contracts | 8,000 | 15,000 | 13,000 | |
Drilling Rig Contracts [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Payments under purchase contracts | $ 66,000 | 161,000 | 106,000 | |
Number of contracts with drilling rig companies | contract | 5 | |||
Termination penalties | $ 27,000 | |||
Future commitments under purchase agreements | $ 30,717 | |||
Water Disposal Agreement [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of water disposal agreements | item | 1 | |||
Transportation and disposal cost incurred | $ 8,000 | $ 0 | $ 0 | |
Future commitments under purchase agreements | $ 137,000 | |||
Expiration 2026 [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of ship-or-pay contracts terminated early | contract | 2 | |||
Termination penalties | $ 1,000 | |||
Denver, Colorado office [Member] | Expiration 2019 [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Administrative office space (in square feet) | ft² | 222,900 | |||
Dickinson, North Dakota office [Member] | Expiration 2020 [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Administrative office space (in square feet) | ft² | 36,500 | |||
Midland, Texas office [Member] | Expiration 2020 [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Administrative office space (in square feet) | ft² | 44,500 | |||
Mountrail County, North Dakota [Member] | Crude oil [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Delivery commitments, volume per day | MBbls | 15,000 | |||
Delivery commitment term | 7 years | |||
Number of delivery commitments | item | 1 | |||
Weld County, Colorado [Member] | Crude oil [Member] | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of delivery commitments | item | 2 |
COMMITMENTS AND CONTINGENCIES85
COMMITMENTS AND CONTINGENCIES (Minimum future payments under non-cancelable operating leases and unconditional purchase obligations) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,017 | $ 43,588 |
2,018 | 12,829 |
2,019 | 11,737 |
2,020 | 6,170 |
2,021 | 5,369 |
Thereafter | 16,849 |
Total | 96,542 |
Non-Cancelable Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,017 | 7,502 |
2,018 | 7,460 |
2,019 | 6,368 |
2,020 | 801 |
Total | 22,131 |
Drilling Rig Contracts [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,017 | 30,717 |
Total | 30,717 |
Pipeline Transportation Agreements [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,017 | 5,369 |
2,018 | 5,369 |
2,019 | 5,369 |
2,020 | 5,369 |
2,021 | 5,369 |
Thereafter | 16,849 |
Total | $ 43,694 |
CAPITALIZED EXPLORATORY WELL 86
CAPITALIZED EXPLORATORY WELL COSTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OIL AND GAS ACTIVITIES [Abstract] | |||
Balance at the beginning of the period | $ 14,293 | $ 85,378 | |
Additions to capitalized exploratory well costs pending the determination of proved reserves | 54,707 | 145,336 | |
Reclassifications to wells, facilities and equipment based on the determination of proved reserves | (63,352) | (200,869) | |
Capitalized exploratory well costs charged to expense | (5,648) | (15,552) | |
Balance at the end of the period | $ 14,293 | ||
Capitalized exploratory cost for exploratory wells in progress | $ 0 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ in Thousands | Feb. 02, 2017 | Jan. 01, 2017 | Jun. 01, 2015 | May 01, 2015 | Jul. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||
Proceeds from sale | $ 150,000 | $ 108,000 | $ 300,000 | $ 75,000 | |||
Carrying value of debt instrument | 5,450,000 | $ 3,630,510 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from sale | $ 375,000 | ||||||
Subsequent Event [Member] | Robinson Lake Gas Processing Plant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of interest in gas processing plant | 50.00% | ||||||
Subsequent Event [Member] | Belfield Gas Processing Plant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of interest in gas processing plant | 50.00% | ||||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Carrying value of debt instrument | $ 350,000 | $ 275,121 | |||||
Senior Subordinated Notes [Member] | 6.5% Senior Subordinated Notes due 2018 [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Carrying value of debt instrument | $ 275,000 | ||||||
Repayment of subordinated note | $ 281,000 | ||||||
Percentage of redemption price | 100.00% |
SUBSEQUENT EVENTS (Components O
SUBSEQUENT EVENTS (Components Of Assets And Liabilities Classified As Held For Sale) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | |
Total assets held for sale | $ 349,146 |
Total liabilities related to assets held for sale | 538 |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |
Subsequent Event [Line Items] | |
Oil and gas properties, net | 347,817 |
Other property and equipment, net | 475 |
Total property and equipment, net | 348,292 |
Other long-term assets | 854 |
Total assets held for sale | 349,146 |
Asset retirement obligations | 131 |
Other long-term liabilities | 407 |
Total liabilities related to assets held for sale | $ 538 |