Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 19, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WHITING PETROLEUM CORP | |
Entity Central Index Key | 1,255,474 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 90,994,611 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 14,187 | $ 879,379 |
Accounts receivable trade, net | 315,929 | 284,214 |
Prepaid expenses and other | 22,617 | 26,035 |
Total current assets | 352,733 | 1,189,628 |
Property and equipment: | ||
Oil and gas properties, successful efforts method | 11,994,921 | 11,293,650 |
Other property and equipment | 134,663 | 134,524 |
Total property and equipment | 12,129,584 | 11,428,174 |
Less accumulated depreciation, depletion and amortization | (4,809,558) | (4,244,735) |
Total property and equipment, net | 7,320,026 | 7,183,439 |
Other long-term assets | 36,580 | 29,967 |
TOTAL ASSETS | 7,709,339 | 8,403,034 |
Current liabilities: | ||
Current portion of long-term debt | 958,713 | |
Accounts payable trade | 77,495 | 32,761 |
Revenues and royalties payable | 184,343 | 171,028 |
Accrued capital expenditures | 74,757 | 69,744 |
Accrued interest | 35,183 | 40,971 |
Accrued liabilities and other | 109,399 | 118,815 |
Taxes payable | 38,494 | 28,771 |
Derivative liabilities | 106,255 | 132,525 |
Total current liabilities | 625,926 | 1,553,328 |
Long-term debt | 2,835,128 | 2,764,716 |
Asset retirement obligations | 147,941 | 129,206 |
Other long-term liabilities | 36,491 | 36,642 |
Total liabilities | 3,645,486 | 4,483,892 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value, 225,000,000 shares authorized; 92,130,240 issued and 90,967,365 outstanding as of September 30, 2018 and 92,094,837 issued and 90,698,889 outstanding as of December 31, 2017 | 92 | 92 |
Additional paid-in capital | 6,411,669 | 6,405,490 |
Accumulated deficit | (2,347,908) | (2,486,440) |
Total equity | 4,063,853 | 3,919,142 |
TOTAL LIABILITIES AND EQUITY | $ 7,709,339 | $ 8,403,034 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Sep. 30, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 92,130,240 | 92,094,837 |
Common stock, shares outstanding | 90,967,365 | 90,698,889 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
OPERATING REVENUES | ||||
Oil, NGL and natural gas sales | $ 566,695 | $ 324,191 | $ 1,608,181 | $ 1,007,023 |
OPERATING EXPENSES | ||||
Lease operating expenses | 92,461 | 90,615 | 274,763 | 267,277 |
Production taxes | 46,509 | 27,499 | 127,653 | 86,621 |
Depreciation, depletion and amortization | 197,006 | 212,846 | 584,219 | 673,288 |
Exploration and impairment | 11,030 | 17,657 | 39,011 | 63,793 |
General and administrative | 31,901 | 30,084 | 94,982 | 92,644 |
Derivative loss, net | 21,063 | 30,867 | 177,210 | 47,281 |
Loss on sale of properties | 230 | 398,752 | 1,716 | 401,050 |
Amortization of deferred gain on sale | (2,870) | (3,175) | (8,699) | (9,757) |
Total operating expenses | 397,330 | 805,145 | 1,290,855 | 1,622,197 |
INCOME (LOSS) FROM OPERATIONS | 169,365 | (480,954) | 317,326 | (615,174) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (48,328) | (47,693) | (149,558) | (143,641) |
Loss on extinguishment of debt | (31,968) | (1,540) | ||
Interest income and other | 363 | (83) | 2,732 | 970 |
Total other expense | (47,965) | (47,776) | (178,794) | (144,211) |
INCOME (LOSS) BEFORE INCOME TAXES | 121,400 | (528,730) | 138,532 | (759,385) |
INCOME TAX BENEFIT | ||||
Current | (3,161) | (6,367) | ||
Deferred | (239,137) | (313,634) | ||
Total income tax benefit | (242,298) | (320,001) | ||
NET INCOME (LOSS) | 121,400 | (286,432) | 138,532 | (439,384) |
Net loss attributable to noncontrolling interests | 14 | |||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 121,400 | $ (286,432) | $ 138,532 | $ (439,370) |
INCOME (LOSS) PER COMMON SHARE | ||||
Basic (in dollars per share) | $ 1.33 | $ (3.16) | $ 1.52 | $ (4.85) |
Diluted (in dollars per share) | $ 1.32 | $ (3.16) | $ 1.51 | $ (4.85) |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||
Basic (in shares) | 90,967 | 90,698 | 90,934 | 90,678 |
Diluted (in shares) | 91,823 | 90,698 | 91,862 | 90,678 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Nov. 08, 2017 | Nov. 30, 2017 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||
Reverse stock split ratio | 0.25 | 0.25 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 138,532 | $ (439,384) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 584,219 | 673,288 |
Deferred income tax benefit | (313,634) | |
Amortization of debt issuance costs, debt discount and debt premium | 22,976 | 22,927 |
Stock-based compensation | 10,243 | 19,051 |
Amortization of deferred gain on sale | (8,699) | (9,757) |
Loss on sale of properties | 1,716 | 401,050 |
Oil and gas property impairments | 25,612 | 44,270 |
Loss on extinguishment of debt | 31,968 | 1,540 |
Non-cash derivative loss | 36,585 | 57,937 |
Payment for settlement of commodity derivative contract | (61,036) | |
Other, net | (102) | (7,008) |
Changes in current assets and liabilities: | ||
Accounts receivable trade, net | (32,919) | (51,319) |
Prepaid expenses and other | 3,418 | (6,441) |
Accounts payable trade and accrued liabilities | 31,990 | (68,881) |
Revenues and royalties payable | 12,810 | (16,782) |
Taxes payable | 9,723 | (16,451) |
Net cash provided by operating activities | 807,036 | 290,406 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Drilling and development capital expenditures | (579,746) | (616,753) |
Acquisition of oil and gas properties | (140,427) | (18,452) |
Other property and equipment | (543) | (3,371) |
Proceeds from sale of oil and gas properties | 3,284 | 916,176 |
Net cash provided by (used in) investing activities | (717,432) | 277,600 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under credit agreement | 1,672,265 | 1,630,000 |
Repayments of borrowings under credit agreement | (1,622,265) | (1,980,000) |
Redemption of 6.5% Senior Subordinated Notes due 2018 | (275,121) | |
Redemption of 5.0% Senior Notes due 2019 | (990,023) | |
Debt issuance costs | (10,709) | |
Restricted stock used for tax withholdings | (4,064) | (4,938) |
Net cash used in financing activities | (954,796) | (630,059) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (865,192) | (62,053) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 879,379 | 73,225 |
End of period | 14,187 | 11,172 |
NONCASH INVESTING ACTIVITIES | ||
Accrued capital expenditures and accounts payable related to property additions | $ 88,880 | $ 147,084 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2013 | Sep. 30, 2010 |
6.5% Senior Subordinated Notes due 2018 [Member] | ||||
Interest Rate (as a percent) | 6.50% | 6.50% | ||
5.0% Senior Notes due 2019 [Member] | ||||
Interest Rate (as a percent) | 5.00% | 5.00% |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Whiting Shareholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
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 | 91,793 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | (439,370) | (439,370) | (14) | (439,384) | ||
Receivable for assignment of third party ownership interest in Sustainable Water Resources, LLC | $ (7,948) | (7,948) | ||||
Restricted stock issued | $ 2 | (2) | ||||
Restricted stock issued (in shares) | 568 | |||||
Restricted stock forfeited | $ (1) | 1 | ||||
Restricted stock forfeited (in shares) | (255) | |||||
Restricted stock used for tax withholdings | (4,938) | (4,938) | (4,938) | |||
Restricted stock used for tax withholdings (in shares) | (101) | |||||
Stock-based compensation | 19,051 | 19,051 | 19,051 | |||
Cumulative effect of change in accounting principle | 220 | (220) | ||||
BALANCES at Sep. 30, 2017 | $ 368 | 6,403,767 | (1,688,162) | 4,715,973 | 4,715,973 | |
BALANCES (in shares) at Sep. 30, 2017 | 92,005 | |||||
BALANCES at Dec. 31, 2017 | $ 92 | 6,405,490 | (2,486,440) | 3,919,142 | 3,919,142 | |
BALANCES (in shares) at Dec. 31, 2017 | 92,095 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 138,532 | 138,532 | 138,532 | |||
Restricted stock issued (in shares) | 451 | |||||
Restricted stock forfeited (in shares) | (291) | |||||
Restricted stock used for tax withholdings | (4,064) | (4,064) | (4,064) | |||
Restricted stock used for tax withholdings (in shares) | (125) | |||||
Stock-based compensation | 10,243 | 10,243 | 10,243 | |||
BALANCES at Sep. 30, 2018 | $ 92 | $ 6,411,669 | $ (2,347,908) | $ 4,063,853 | $ 4,063,853 | |
BALANCES (in shares) at Sep. 30, 2018 | 92,130 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | Nov. 08, 2017 | Nov. 30, 2017 |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY [Abstract] | ||
Reverse stock split ratio | 0.25 | 0.25 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Description of Operations —Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company engaged in the development, 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, Whiting Resources Corporation and Whiting Programs, Inc. Condensed Consolidated Financial Statements —The unaudited condensed consolidated financial statements include the accounts of Whiting Petroleum Corporation and its consolidated subsidiaries. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP and the SEC rules and regulations for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10‑Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10‑K for the period ended December 31, 2017. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2017 Annual Report on Form 10‑K. Reclassifications — Certain prior period balances in the condensed consolidated balance sheets have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. 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 FASB subsequently issued various ASUs which provided additional implementation guidance, and these ASUs collectively make up FASB ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”). The objective of ASC 606 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASC 606 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard permits 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 adopted ASC 606 effective January 1, 2018 using the modified retrospective approach. The adoption did not have an impact on the Company’s net income or cash flows, and the Company did not record a cumulative-effect adjustment to retained earnings as a result. However, the adoption did result in changes to the classification of certain fees incurred under pipeline gathering and transportation agreements and gas processing agreements, as well as certain costs attributable to non-operated properties, which led to an overall decrease in total revenues with a corresponding decrease in lease operating expenses under the new standard. Refer to the “Revenue Recognition” footnote for further information on the Company’s implementation of this standard. 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. The FASB subsequently issued various ASUs which provided additional implementation guidance. ASU 2016‑02 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard permits retrospective application through recognition of a cumulative-effect adjustment at the beginning of either the earliest reporting period presented or the period of adoption. The Company plans to recognize a cumulative-effect adjustment as of the beginning of the period of adoption. Early adoption is permitted. The Company is in the process of implementing a lease accounting software and is currently evaluating the effect of adopting ASU 2016‑02 on its financial statements, accounting policies, and internal controls. The adoption is primarily expected to result in an increase in the assets and liabilities recorded on its consolidated balance sheet and additional disclosures. The Company does not expect a material impact to its consolidated statement of operations. As of September 30, 2018, the Company had approximately $115 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 this standard. In March 2018, the FASB issued Accounting Standards Update No. 2018‑05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018‑05”). The objective of this ASU is to codify the guidance provided by Staff Accounting Bulletin No. 118 regarding the accounting for the income tax effects of the Tax Cuts and Jobs Act (the “TCJA”) passed by Congress in December 2017 if such accounting is not complete by the time a company issues its financial statements that include the reporting period in which the TCJA was enacted. ASU 2018‑05 was effective upon addition to the FASB Codification in March 2018. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 9 Months Ended |
Sep. 30, 2018 | |
OIL AND GAS PROPERTIES [Abstract] | |
OIL AND GAS PROPERTIES | 2. OIL AND GAS PROPERTIES Net capitalized costs related to the Company’s oil and gas producing activities at September 30, 2018 and December 31, 2017 are as follows (in thousands): September 30, December 31, 2018 2017 Proved leasehold costs $ 2,739,348 $ 2,622,576 Unproved leasehold costs 144,143 137,694 Costs of completed wells and facilities 8,864,185 8,288,591 Wells and facilities in progress 247,245 244,789 Total oil and gas properties, successful efforts method 11,994,921 11,293,650 Accumulated depletion (4,745,391) (4,185,301) Oil and gas properties, net $ 7,249,530 $ 7,108,349 |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2018 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES 2018 Acquisitions and Divestitures On July 31, 2018, the Company completed the acquisition of certain oil and gas properties located in Richland County, Montana and McKenzie County, North Dakota for an aggregate purchase price of $130 million (before closing adjustments). The properties consist of approximately 54,800 net acres in the Williston Basin, including interests in 117 producing oil and gas wells and undeveloped acreage. The revenue and earnings from these properties since the acquisition date are included in our condensed consolidated financial statements for the three and nine months ended September 30, 2018 and are not material. Pro forma revenue and earnings for the acquired properties are not material to our condensed consolidated financial statements and have not been presented accordingly. The acquisition was recorded using the acquisition method of accounting. The following table summarizes the preliminary allocation of the $127 million adjusted purchase price (which is still subject to post-closing adjustments) to the tangible assets acquired and liabilities assumed in this acquisition based on their relative fair values at the acquisition date, which did not result in the recognition of goodwill or a bargain purchase gain. As the purchase price is further adjusted for post-close adjustments and as oil and gas property valuations are completed, the final purchase price allocation may result in a different allocation to the tangible assets from that which is presented in the table below (in thousands): Cash consideration $ 126,938 Fair value of assets and liabilities acquired: Proved oil and gas properties $ 107,701 Unproved oil and gas properties 21,769 Total fair value of oil and gas properties acquired 129,470 Asset retirement obligations 2,532 Total fair value of net assets acquired $ 126,938 There were no significant divestitures during the nine months ended September 30, 2018. 2017 Acquisitions and Divestitures On September 1, 2017, the Company completed the sale of its interests in certain producing oil and gas properties located in the Fort Berthold Indian Reservation area in Dunn and McLean counties of North Dakota, as well as other related assets and liabilities, for aggregate sales proceeds of $500 million (before closing adjustments). The sale was effective September 1, 2017 and resulted in a pre-tax loss on sale of $402 million. The Company used the net proceeds from the sale to repay a portion of the debt outstanding under its credit agreement. On January 1, 2017, the Company completed the sale of its 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. There were no significant acquisitions during the year ended December 31, 2017. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2018 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 4. LONG-TERM DEBT Long-term debt, including the current portion, consisted of the following at September 30, 2018 and December 31, 2017 (in thousands): September 30, December 31, 2018 2017 Credit agreement $ 50,000 $ - 5.0% Senior Notes due 2019 - 961,409 1.25% Convertible Senior Notes due 2020 562,075 562,075 5.75% Senior Notes due 2021 873,609 873,609 6.25% Senior Notes due 2023 408,296 408,296 6.625% Senior Notes due 2026 1,000,000 1,000,000 Total principal 2,893,980 3,805,389 Unamortized debt discounts and premiums (34,598) (50,945) Unamortized debt issuance costs on notes (24,254) (31,015) Total debt 2,835,128 3,723,429 Less current portion of long-term debt - (958,713) Total long-term debt $ 2,835,128 $ 2,764,716 Credit Agreement Whiting Oil and Gas, the Company’s wholly owned subsidiary, has a credit agreement with a syndicate of banks that as of September 30, 2018 had a borrowing base of $2.4 billion and aggregate commitments of $1.75 billion. As of September 30, 2018, the Company had $1.7 billion of available borrowing capacity under the credit agreement, which was net of $50 million of borrowings outstanding and $2 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 September 30, 2018, $48 million was available for additional letters of credit under the agreement. The credit agreement provides for interest only payments until maturity, when the credit agreement expires and all outstanding borrowings are due. Interest under the credit agreement 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 credit agreement, which are included as a component of interest expense. At September 30, 2018, the weighted average interest rate on the outstanding principal balance under the credit agreement was 3.7%. Applicable Applicable Margin for Base Margin for Commitment Ratio of Outstanding Borrowings to Borrowing Base Rate Loans Eurodollar Loans Fee Less than 0.25 to 1.0 0.50% 1.50% 0.375% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 0.75% 1.75% 0.375% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.00% 2.00% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.90 to 1.0 1.50% 2.50% 0.50% The credit agreement contains restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, sell assets, make loans to others, make investments, enter into mergers, enter into hedging contracts, incur liens and engage in certain other transactions without the prior consent of its lenders. Except for limited exceptions, the credit agreement also restricts the Company’s ability to make any dividend payments or distributions on its common stock. These restrictions apply to all of the Company’s restricted subsidiaries (as defined in the credit agreement). As of September 30, 2018, 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 and (ii) a total debt to last four quarters’ EBITDAX ratio of not greater than 4.0 to 1.0. The Company was in compliance with its covenants under the credit agreement as of September 30, 2018. 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 and convertible senior notes outstanding at September 30, 2018: 2020 Convertible 2021 2023 2026 Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 562,075 $ 873,609 $ 408,296 $ 1,000,000 Interest rate 1.25% 5.75% 6.25% 6.625% Maturity date Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Jan 15, 2026 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Jan 15, Jul 15 Make-whole redemption date (1) N/A (2) Dec 15, 2020 Jan 1, 2023 Oct 15, 2025 (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 does 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”). In December 2017, the Company issued at par $1.0 billion of 6.625% Senior Notes due January 2026 (the “2026 Senior Notes” and together with the 2021 Senior Notes and the 2023 Senior Notes, the “Senior Notes”). The Company used the net proceeds from this offering to redeem on January 26, 2018 all of the then outstanding 2019 Senior Notes. Refer to “Redemption of 2019 Senior Notes” below for more information on the redemption of the 2019 Senior Notes. Exchange of Senior Notes and Senior Subordinated Notes for Convertible Notes. During 2016, the Company exchanged (i) $75 million aggregate principal amount of its 2018 Senior Subordinated Notes, (ii) $139 million aggregate principal amount of its 2019 Senior Notes, (iii) $326 million aggregate principal amount of its 2021 Senior Notes, and (iv) $342 million aggregate principal amount of its 2023 Senior Notes, for the same aggregate principal amount of convertible notes. Subsequently during 2016, all $882 million aggregate principal amount of these convertible notes was converted into approximately 21.6 million shares of the Company’s common stock pursuant to the terms of the notes. Redemption of 2018 Senior Subordinated Notes. On February 2, 2017, the Company paid $281 million to redeem all of the then outstanding $275 million aggregate principal amount of 2018 Senior Subordinated Notes, which payment consisted 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. As a result of the redemption, Whiting recognized a $2 million loss on extinguishment of debt, which consisted of a non-cash charge for the acceleration of unamortized debt issuance costs on the notes. As of March 31, 2017, no 2018 Senior Subordinated Notes remained outstanding. Redemption of 2019 Senior Notes. On January 26, 2018, the Company paid $1.0 billion to redeem all of the remaining $961 million aggregate principal amount of the 2019 Senior Notes, which payment consisted of the 102.976% redemption price plus all accrued and unpaid interest on the notes. The Company financed the redemption with proceeds from the issuance of the 2026 Senior Notes and borrowings under its credit agreement. As a result of the redemption, the Company recognized a $31 million loss on extinguishment of debt, which included the redemption premium and a non-cash charge for the acceleration of unamortized debt issuance costs on the notes. As of March 31, 2018, no 2019 Senior Notes remained outstanding. 2020 Convertible Senior Notes —In March 2015, the Company issued at par $1,250 million of 1.25% Convertible Senior Notes due April 2020 (the “2020 Convertible Senior Notes”) for net proceeds of $1.2 billion, net of initial purchasers’ fees of $25 million. During 2016, the Company exchanged $688 million aggregate principal amount of its 2020 Convertible Senior Notes for the same aggregate principal amount of new mandatory convertible senior notes. Subsequently during 2016, all $688 million aggregate principal amount of these mandatory convertible notes was converted into approximately 17.8 million shares of the Company’s common stock pursuant to the terms of the notes. For the remaining $562 million aggregate principal amount of 2020 Convertible Senior Notes outstanding as of September 30, 2018, the Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the 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 a current conversion rate of 6.4102 shares of Whiting’s common stock per $1,000 principal amount of the notes, which is equivalent to a current conversion price of approximately $156.00. The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase, in certain circumstances, the conversion rate for a holder who elects to convert its 2020 Convertible Senior Notes in connection with such corporate event. As of September 30, 2018, 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 liability component 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 interest 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 consisted of the following at September 30, 2018 and December 31, 2017 (in thousands): September 30, December 31, 2018 2017 Liability component Principal $ 562,075 $ 562,075 Less: unamortized note discount (35,161) (51,666) Less: unamortized debt issuance costs (2,802) (4,178) Net carrying value $ 524,112 $ 506,231 Equity component (1) $ 136,522 $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes. The following table presents the interest expense recognized on the 2020 Convertible Senior Notes related to the stated interest rate and amortization of the debt discount for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Interest expense on 2020 Convertible Senior Notes $ 7,335 $ 7,032 $ 21,774 $ 20,876 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 Company’s obligations under the Senior Notes and the 2020 Convertible Senior Notes are guaranteed by the Company’s 100%‑owned subsidiaries, Whiting Oil and Gas, Whiting US Holding Company, Whiting Canadian Holding Company ULC and Whiting Resources Corporation (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. Any subsidiaries other than these Guarantors are minor subsidiaries as defined by Rule 3‑10(h)(6) of Regulation S‑X of the SEC. Whiting Petroleum Corporation has no assets or operations independent of this debt and its investments in its consolidated subsidiaries. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017 were $3 million and $5 million, respectively, and have been included in accrued liabilities and other in the consolidated balance sheets. The following table provides a reconciliation of the Company’s asset retirement obligations for the nine months ended September 30, 2018 (in thousands): Asset retirement obligation at January 1, 2018 $ 134,237 Additional liability incurred 11,406 Revisions to estimated cash flows 1,239 Accretion expense 8,365 Obligations on sold properties (640) Liabilities settled (3,200) Asset retirement obligation at September 30, 2018 $ 151,407 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2018 | |
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 primarily enters into derivative contracts such as crude oil costless collars and swaps, as well as sales and delivery contracts, to achieve a more predictable cash flow by reducing its exposure to commodity price volatility, thereby ensuring adequate funding for the Company’s capital programs and facilitating the management of returns on drilling programs and acquisitions. The Company does not enter into derivative contracts for speculative or trading purposes. Crude Oil Costless Collars and Swaps. Costless collars are designed to establish floor and ceiling prices on anticipated future oil or gas production, while swaps establish a fixed price for anticipated future oil or gas production. While the use of these derivative instruments limits the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. The table below details the Company’s costless collar and swap derivatives entered into to hedge forecasted crude oil production revenues as of October 1, 2018. Derivative Contracted Crude Weighted Average NYMEX Price Instrument Period Oil Volumes (Bbl) for Crude Oil (per Bbl) Three-way collars (1) Oct - Dec 2018 4,350,000 $37.07 - $47.07 - $57.30 Swaps Oct - Dec 2018 1,200,000 $61.74 Collars Jan - Dec 2019 9,900,000 $51.21 - $77.14 Total 15,450,000 (1) A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The sold call establishes a maximum price (ceiling) Whiting will receive for the volumes under contract. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be NYMEX plus the difference between the purchased put and the sold put strike price. Crude Oil Sales and Delivery Contract. As of December 31, 2017, the Company had 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 had committed to deliver certain fixed volumes of crude oil through April 2020. The Company determined it was not probable that future oil production from its Redtail field would be sufficient to meet the minimum volume requirements specified in this contract; accordingly, 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, 2017, the estimated fair value of this derivative contract was a liability of $63 million. On February 1, 2018, Whiting paid $61 million to the counterparty to settle all future minimum volume commitments under this agreement. Accordingly, this crude oil sales and delivery contract was fully terminated, and the fair value of the corresponding derivative was therefore zero as of that date. Embedded Derivatives — In July 2016, the Company entered into a purchase and sale agreement with the buyer of its North Ward Estes Properties, whereby the buyer 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 determined that this NYMEX-linked contingent payment was not clearly and closely related to the host contract, and the Company therefore bifurcated this embedded feature and reflected it at its estimated fair value in the consolidated financial statements. On July 19, 2017, the buyer paid $35 million to Whiting to settle this NYMEX-linked contingent payment, and accordingly, the embedded derivative’s fair value was zero as of December 31, 2017 and September 30, 2018. 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 tables summarize the effects of derivative instruments on the consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 (in thousands): Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended September 30, ASC 815 Hedges Classification 2018 2017 Commodity contracts Derivative loss, net $ 21,063 $ 30,867 Total $ 21,063 $ 30,867 Loss Recognized in Income Not Designated as Statement of Operations Nine Months Ended September 30, ASC 815 Hedges Classification 2018 2017 Commodity contracts Derivative loss, net $ 177,210 $ 28,572 Embedded derivatives Derivative loss, net - 18,709 Total $ 177,210 $ 47,281 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): September 30, 2018 (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 Prepaid expenses and other $ 3,834 $ (3,834) $ - Commodity contracts - non-current Other long-term assets 2,406 (2,320) 86 Total derivative assets $ 6,240 $ (6,154) $ 86 Derivative liabilities Commodity contracts - current Derivative liabilities $ 110,089 $ (3,834) $ 106,255 Commodity contracts - non-current Other long-term liabilities 4,226 (2,320) 1,906 Total derivative liabilities $ 114,315 $ (6,154) $ 108,161 December 31, 2017 (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 Prepaid expenses and other $ 9,829 $ (9,829) $ - Total derivative assets $ 9,829 $ (9,829) $ - Derivative liabilities Commodity contracts - current Derivative liabilities $ 142,354 $ (9,829) $ 132,525 Total derivative liabilities $ 142,354 $ (9,829) $ 132,525 (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. Contingent Features in Financial Derivative Instruments. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s financial derivative contracts are high credit-quality financial institutions that are lenders under Whiting’s credit agreement. The Company uses only credit agreement participants to hedge with, since these institutions are secured equally with the holders of Whiting’s bank debt, which eliminates the potential need to post collateral when Whiting is in a derivative liability position. As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
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, 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 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 September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 5.0% Senior Notes due 2019 $ - $ - $ 985,444 $ 958,713 1.25% Convertible Senior Notes due 2020 540,716 524,112 517,109 506,231 5.75% Senior Notes due 2021 895,336 870,222 897,633 869,284 6.25% Senior Notes due 2023 422,586 404,475 418,503 403,940 6.625% Senior Notes due 2026 1,043,750 986,319 1,025,000 985,261 Total $ 2,902,388 $ 2,785,128 $ 3,843,689 $ 3,723,429 (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 risk or that of its counterparty, as appropriate. The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values (in thousands): Total Fair Value Level 1 Level 2 Level 3 September 30, 2018 Financial Assets Commodity derivatives – non-current $ - $ 86 $ - $ 86 Total financial assets $ - $ 86 $ - $ 86 Financial Liabilities Commodity derivatives – current $ - $ 106,255 $ - $ 106,255 Commodity derivatives – non-current - 1,906 - 1,906 Total financial liabilities $ - $ 108,161 $ - $ 108,161 Total Fair Value Level 1 Level 2 Level 3 December 31, 2017 Financial Liabilities Commodity derivatives – current $ - $ 69,247 $ 63,278 $ 132,525 Total financial liabilities $ - $ 69,247 $ 63,278 $ 132,525 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 and swaps for crude oil. The Company’s costless collars and swaps are valued based on an income approach. Both the option and swap models consider various assumptions, such as quoted forward prices for commodities, time value and volatility factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The discount rates used in the fair values of these instruments include a measure of either the Company’s or the counterparty’s nonperformance risk, as appropriate. The Company utilizes its counterparties’ valuations to assess the reasonableness of its own valuations. In addition, the Company had a long-term crude oil sales and delivery contract, whereby it had committed to deliver certain fixed volumes of crude oil through April 2020. Whiting determined that the contract did not meet the “normal purchase normal sale” exclusion, and therefore reflected this contract at fair value in its consolidated financial statements prior to settlement. This commodity derivative was valued based on a probability-weighted income approach which considered various assumptions, including quoted spot 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 included 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. On February 1, 2018, Whiting paid $61 million to the counterparty to settle all future minimum volume commitments under this agreement. Accordingly, this derivative was settled in its entirety as of that date. Embedded Derivatives . The Company had an embedded derivative related to its purchase and sale agreement with the buyer of the North Ward Estes Properties. The agreement included a contingent payment linked to NYMEX crude oil prices which the Company determined was 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 prior to settlement. 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 were observable in the marketplace throughout the full term of the financial instrument, could be derived from observable data or were supported by observable levels at which transactions are executed in the marketplace, and were therefore designated as Level 2 within the valuation hierarchy. The discount rate used in the fair value of this instrument included a measure of the counterparty’s nonperformance risk. On July 19, 2017, the buyer paid $35 million to Whiting in satisfaction of this contingent payment. Accordingly, the embedded derivative was settled in its entirety as of that date. Level 3 Fair Value Measurements — A third-party valuation specialist was utilized in determining the fair value of the Company’s derivative instrument designated as Level 3. The Company reviewed these valuations, including the related model inputs and assumptions, and analyzed changes in fair value measurements between periods. The Company corroborated such inputs, calculations and fair value changes using various methodologies, and reviewed unobservable inputs for reasonableness utilizing relevant information from other published sources. The following table presents a reconciliation of changes in the fair value of financial liabilities designated as Level 3 in the valuation hierarchy for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Fair value liability, beginning of period $ - $ (61,952) $ (63,278) $ (9,214) Unrealized gains (losses) on commodity derivative contracts included in earnings (1) - 5,178 2,242 (47,560) Settlement of commodity derivative contracts - - 61,036 - Transfers into (out of) Level 3 - - - - Fair value liability, end of period $ - $ (56,774) $ - $ (56,774) (1) Included in derivative loss, net in the consolidated statements of operations. 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. 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 during the reporting periods presented. |
SHAREHOLDERS_ EQUITY AND NONCON
SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2018 | |
SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST [Abstract] | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST | 8. SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTEREST Common Stock —On November 8, 2017 and following approval by the Company’s stockholders of an amendment to its certificate of incorporation to effect a reverse stock split, the Company’s Board of Directors approved a reverse stock split of Whiting’s common stock at a ratio of one-for-four and a reduction in the number of authorized shares of the Company’s common stock from 600,000,000 shares to 225,000,000. Whiting’s common stock began trading on a split-adjusted basis on November 9, 2017 upon opening of the New York Stock Exchange trading day. All share and per share amounts in these consolidated financial statements and related notes for periods prior to November 2017 have been retroactively adjusted to reflect the reverse stock split. Noncontrolling Interest —The Company’s noncontrolling interest represented an unrelated third party’s 25% ownership interest in Sustainable Water Resources, LLC (“SWR”). During the third quarter of 2017, the third party’s ownership interest in SWR was assigned back to SWR. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2018 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 9. REVENUE RECOGNITION The Company adopted ASC 606 effective January 1, 2018, which replaces previous revenue recognition requirements under FASB ASC Topic 605 – Revenue Recognition (“ASC 605”). The standard was adopted using the modified retrospective approach which requires the Company to recognize in retained earnings at the date of adoption the cumulative effect of the application of ASC 606 to all existing revenue contracts which were not substantially complete as of January 1, 2018. T he Company has elected the contract modification practical expedient which allows the Company to reflect the aggregate effect of all modifications prior to the date of adoption when applying ASC 606. Although the adoption of ASC 606 did not have an impact on the Company’s net income or cash flows, it did result in the reclassification of certain fees incurred under pipeline gathering and transportation agreements and gas processing agreements, as well as certain costs attributable to non-operated properties. Such reclassification led to an overall decrease in total revenues with a corresponding decrease in lease operating expenses as follows (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Under Under Under Under ASC 606 ASC 605 Difference ASC 606 ASC 605 Difference OPERATING REVENUES Oil sales $ 511,904 $ 507,513 $ 4,391 $ 1,448,310 $ 1,436,984 $ 11,326 NGL and natural gas sales 54,791 70,526 (15,735) 159,871 201,826 (41,955) Oil, NGL and natural gas sales $ 566,695 $ 578,039 $ (11,344) $ 1,608,181 $ 1,638,810 $ (30,629) OPERATING EXPENSES Lease operating expenses $ 92,461 $ 103,805 $ (11,344) $ 274,763 $ 305,392 $ (30,629) Total operating expenses $ 397,330 $ 408,674 $ (11,344) $ 1,290,855 $ 1,321,484 $ (30,629) INCOME FROM OPERATIONS $ 169,365 $ 169,365 $ - $ 317,326 $ 317,326 $ - The reclassification of fees between operating revenues and expenses is the result of the Company’s assessment of the point in time at which its performance obligations under its commodity sales contracts are satisfied and control of the commodity is transferred to the customer. The Company has determined that its contracts for the sale of crude oil, unprocessed natural gas, residue gas and NGLs contain monthly performance obligations to deliver product at locations specified in the contract. Control is transferred at the delivery location, at which point the performance obligation has been satisfied and revenue is recognized. Fees included in the contract that are incurred prior to control transfer are classified as lease operating expense and fees incurred after control transfers are included as a reduction to the transaction price. The transaction price at which revenue is recognized consists entirely of variable consideration based on quoted market prices less various fees and the quantity of volumes delivered. Whiting receives payment for product sales from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in accounts receivable trade, net in the consolidated balance sheets. As of January 1, 2018 and September 30, 2018, such receivable balances were $186 million and $230 million, respectively. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. The Company has elected to utilize the practical expedient in ASC 606 that states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under our contracts, each monthly delivery of product represents a separate performance obligation, therefore, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company previously utilized the entitlements method to account for product imbalances, which is no longer applicable under ASC 606. The impact to the financial statements resulting from this change in accounting for our production imbalances was not significant. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Equity Incentive Plan —The Company maintains the Whiting Petroleum Corporation 2013 Equity Incentive Plan, as amended and restated (the “2013 Equity Plan”), which replaced the Whiting Petroleum Corporation 2003 Equity Incentive Plan (the “2003 Equity Plan”) and granted the authority to issue 1,325,000 shares of the Company’s common stock. During 2016, the 2013 Equity Plan was amended to include the authority to issue an additional 1,375,000 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 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. Under the 2013 Equity Plan, no employee or officer participant may be granted options for more than 225,000 shares of common stock, stock appreciation rights relating to more than 225,000 shares of common stock, more than 150,000 shares of restricted stock (“RSAs”), more than 150,000 restricted stock units (“RSUs”), more than 150,000 performance shares (“PSAs”), or more than 150,000 performance share units (“PSUs”) during any calendar year. In addition, no non-employee director participant may be granted options for more than 25,000 shares of common stock, stock appreciation rights relating to more than 25,000 shares of common stock, more than 25,000 RSAs, or more than 25,000 RSUs during any calendar year. As of September 30, 2018, 969,919 shares of common stock remained available for grant under the 2013 Equity Plan. The Company grants service-based RSAs and RSUs to executive officers and employees, which generally vest ratably over a three-year service period. The Company also grants service-based RSAs to directors, which generally vest over a one-year service period. In addition, the Company grants PSAs and PSUs to executive officers that are subject to market-based vesting criteria, which generally vest over a three-year service period. The Company accounts for forfeitures of awards granted under these plans as they occur in determining compensation expense. 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. During the nine months ended September 30, 2018 and 2017, 239,502 and 409,233 shares, respectively, of service-based RSAs and RSUs were granted to employees, executive officers and directors under the 2013 Equity Plan. The Company determines compensation expense for these share-settled awards using their fair value at the grant date, which is based on the closing bid price of the Company’s common stock on such date. The weighted average grant date fair value of service-based RSAs and RSUs was $32.27 per share and $45.52 per share for the nine months ended September 30, 2018 and 2017, respectively. During the nine months ended September 30, 2018, 308,432 shares of service-based RSUs were granted to employees under the 2013 Equity Plan. These awards will be settled in cash and are recorded as a liability in the consolidated balance sheets. The Company determines compensation expense for cash-settled RSUs using the fair value at the end of each reporting period, which is based on the closing bid price of the Company’s common stock on such date. During the nine months ended September 30, 2018, 220,451 PSAs and PSUs 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 is determined based on the rank of Whiting’s cumulative stockholder return compared to the stockholder return of a peer group of companies on each anniversary of the grant date over the three-year performance period. The number of awards earned could range from zero up to two times the number of shares initially granted. However, awards earned up to the target shares granted (or 100%) will be settled in shares, while awards earned in excess of the target shares granted will be settled in cash. The cash-settled component of such awards is recorded as a liability in the consolidated balance sheets and will be remeasured at fair value using a Monte Carlo valuation model at the end of each reporting period. During the nine months ended September 30, 2017, 158,363 PSAs 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 is 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 and will be settled entirely in shares. For awards subject to market conditions, the grant date fair value is 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 is calculated based on the historical volatility and implied 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 these market-based awards were as follows: 2018 2017 Number of simulations 2,500,000 2,500,000 Expected volatility 72.80% 82.44% Risk-free interest rate 2.12% 1.52% Dividend yield — — The grant date fair value of the market-based awards that will be settled in shares, as determined by the Monte Carlo valuation model, was $27.28 per share and $65.44 per share in 2018 and 2017, respectively. The following table shows a summary of the Company’s service-based and market-based awards activity for the nine months ended September 30, 2018: Number of Awards Weighted Average Service‑Based Market-Based Grant Date RSAs & RSUs PSAs & PSUs Fair Value Nonvested awards, January 1 898,421 497,527 $ 45.55 Granted 239,502 220,451 29.88 Vested (418,995) - 43.69 Forfeited (104,745) (185,855) 65.95 Nonvested awards, September 30 614,183 532,123 $ 34.78 There was no significant stock option activity during the nine months ended September 30, 2018 and 2017. Total stock-based compensation expense was $7 million and $6 million for the three months ended September 30, 2018 and 2017, respectively, and $18 million and $19 million for the nine months ended September 30, 2018 and 2017, respectively. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 11. INCOME TAXES Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three and nine months ended September 30, 2018 and 2017 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% and 35%, respectively, to pre-tax income primarily because (i) for the three and nine months ended September 30, 2018, a full valuation allowance was in effect, which reduced the Company’s net tax expense to zero, and (ii) for the three and nine months ended September 30, 2017, state income taxes and the partial release of a valuation allowance on net operating losses increased the expected tax benefit for the periods, while estimated permanent differences decreased the expected tax benefit. 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, 2017, the Company recorded a full valuation allowance on its net deferred tax assets. The Company assesses the appropriateness of its valuation allowance on a quarterly basis. As of September 30, 2018, there was no change in the Company’s assessment of the realizability of its deferred tax assets, and the full valuation allowance remains in effect. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes. On December 22, 2017, Congress passed the Tax Cuts and Jobs Act. The new legislation significantly changed the U.S. corporate tax law by, among other things, lowering the U.S. corporate income tax rate from 35% to 21% beginning in January 2018, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used to account for business combinations, however, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 outlines a three-step process to be applied at each reporting period to account for and qualitatively disclose (i) the effects of the change in tax law for which accounting is complete, (ii) provisional amounts (or adjustments to provisional amounts) for the effects of the change in tax law where accounting is not complete, but where a reasonable estimate has been made, and (iii) areas affected by the change in tax law where a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the TCJA. The TCJA modified executive compensation deduction limitations under IRC Section 162(m). The Company was able to reasonably estimate the impacts of the Section 162(m) changes and recorded an initial provisional reduction to deferred tax assets of $1 million for the year ended December 31, 2017. The accounting for this item is not yet complete as further guidance is needed from tax authorities. The Company expects to complete its accounting within the prescribed measurement period. The TCJA implemented mandatory repatriation of previously untaxed foreign earnings of specified foreign corporations. The Company has estimated that it has no untaxed foreign-sourced earnings and profits from a specified foreign corporation, and accordingly, no provisional amount was recorded as of September 30, 2018 or December 31, 2017. The Company expects to complete its accounting for this element of the TCJA within the prescribed measurement period. The Company’s accounting for the following elements of the TCJA is incomplete, however the Company expects to complete its accounting within the prescribed measurement period: (i) ability to capitalize and amortize intangible drilling costs under IRC Section 59(e) and (ii) interest deduction limitations under IRC Section 163(j). Reasonable estimates of the impact to the Company’s financial statements could not be made, and accordingly, no adjustments were recorded to the financial statements as of September 30, 2018 or December 31, 2017. The Company will assess the impact of these sections of the TCJA on its financial statements as further clarification and guidance is issued by regulatory authorities. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 12. EARNINGS PER SHARE The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic Earnings (Loss) Per Share (1) Net income (loss) attributable to common shareholders $ 121,400 $ (286,432) $ 138,532 $ (439,370) Weighted average shares outstanding, basic 90,967 90,698 90,934 90,678 Earnings (loss) per common share, basic $ 1.33 $ (3.16) $ 1.52 $ (4.85) Diluted Earnings (Loss) Per Share (1) Net income (loss) attributable to common shareholders $ 121,400 $ (286,432) $ 138,532 $ (439,370) Weighted average shares outstanding, basic 90,967 90,698 90,934 90,678 Service-based awards, market-based awards and stock options 856 - 928 - Weighted average shares outstanding, diluted 91,823 90,698 91,862 90,678 Earnings (loss) per common share, diluted $ 1.32 $ (3.16) $ 1.51 $ (4.85) (1) All share and per share amounts have been retroactively adjusted for the 2017 periods to reflect the Company’s one-for-four reverse stock split in November 2017, as described in Note 8 to these condensed consolidated financial statements. During the three months ended September 30, 2018, the diluted earnings per share calculation excludes the effect of 110,604 common shares for stock options that were out-of-the-money as of September 30, 2018. During the three months ended September 30, 2017, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 60,687 shares of service-based awards and 878 stock options. In addition, the diluted earnings per share calculation for the three months ended September 30, 2017 excludes the effect of 125,515 common shares for stock options that were out-of-the-money and 340,290 shares of market-based awards that did not meet the market-based vesting criteria as of September 30, 2017. During the nine months ended September 30, 2018, the diluted earnings per share calculation excludes the effect of 114,582 common shares for stock options that were out-of-the-money. During the nine months ended September 30, 2017, the Company had a net loss and therefore the diluted earnings per share calculation for that period excludes the anti-dilutive effect of 470,383 shares of service-based awards and 1,108 stock options. In addition, the diluted earnings per share calculation for the nine months ended September 30, 2017 excludes the effect of 125,772 common shares for stock options that were out-of-the-money and 347,019 shares of market-based awards that did not meet the market-based vesting criteria as of September 30, 2017. Refer to the “Stock-Based Compensation” footnote for further information on the Company’s service-based awards, market-based awards and stock options. As discussed in the “Long-Term Debt” footnote, the Company has the option to settle conversions of the 2020 Convertible Senior Notes with cash, shares of common stock or any combination thereof. Based on the current conversion price, the entire outstanding principal amount of the 2020 Convertible Senior Notes as of September 30, 2018 would be convertible into approximately 3.6 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 September 30, 2018 and 2017, the conversion value did not exceed the principal amount of the notes. Accordingly, there was no impact to diluted earnings per share or the related disclosures for those periods. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
BASIS OF PRESENTATION [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements —The unaudited condensed consolidated financial statements include the accounts of Whiting Petroleum Corporation and its consolidated subsidiaries. Investments in entities which give Whiting significant influence, but not control, over the investee are accounted for using the equity method. Under the equity method, investments are stated at cost plus the Company’s equity in undistributed earnings and losses. All intercompany balances and transactions have been eliminated upon consolidation. These financial statements have been prepared in accordance with GAAP and the SEC rules and regulations for interim financial reporting. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10‑Q should be read in conjunction with Whiting’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10‑K for the period ended December 31, 2017. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to consolidated financial statements included in the Company’s 2017 Annual Report on Form 10‑K. |
Reclassifications | Reclassifications — Certain prior period balances in the condensed consolidated balance sheets have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. |
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 FASB subsequently issued various ASUs which provided additional implementation guidance, and these ASUs collectively make up FASB ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”). The objective of ASC 606 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASC 606 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard permits 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 adopted ASC 606 effective January 1, 2018 using the modified retrospective approach. The adoption did not have an impact on the Company’s net income or cash flows, and the Company did not record a cumulative-effect adjustment to retained earnings as a result. However, the adoption did result in changes to the classification of certain fees incurred under pipeline gathering and transportation agreements and gas processing agreements, as well as certain costs attributable to non-operated properties, which led to an overall decrease in total revenues with a corresponding decrease in lease operating expenses under the new standard. Refer to the “Revenue Recognition” footnote for further information on the Company’s implementation of this standard. 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. The FASB subsequently issued various ASUs which provided additional implementation guidance. ASU 2016‑02 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard permits retrospective application through recognition of a cumulative-effect adjustment at the beginning of either the earliest reporting period presented or the period of adoption. The Company plans to recognize a cumulative-effect adjustment as of the beginning of the period of adoption. Early adoption is permitted. The Company is in the process of implementing a lease accounting software and is currently evaluating the effect of adopting ASU 2016‑02 on its financial statements, accounting policies, and internal controls. The adoption is primarily expected to result in an increase in the assets and liabilities recorded on its consolidated balance sheet and additional disclosures. The Company does not expect a material impact to its consolidated statement of operations. As of September 30, 2018, the Company had approximately $115 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 this standard. In March 2018, the FASB issued Accounting Standards Update No. 2018‑05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018‑05”). The objective of this ASU is to codify the guidance provided by Staff Accounting Bulletin No. 118 regarding the accounting for the income tax effects of the Tax Cuts and Jobs Act (the “TCJA”) passed by Congress in December 2017 if such accounting is not complete by the time a company issues its financial statements that include the reporting period in which the TCJA was enacted. ASU 2018‑05 was effective upon addition to the FASB Codification in March 2018. |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
OIL AND GAS PROPERTIES [Abstract] | |
Net capitalized costs related to oil and gas producing activities | September 30, December 31, 2018 2017 Proved leasehold costs $ 2,739,348 $ 2,622,576 Unproved leasehold costs 144,143 137,694 Costs of completed wells and facilities 8,864,185 8,288,591 Wells and facilities in progress 247,245 244,789 Total oil and gas properties, successful efforts method 11,994,921 11,293,650 Accumulated depletion (4,745,391) (4,185,301) Oil and gas properties, net $ 7,249,530 $ 7,108,349 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
ACQUISITIONS AND DIVESTITURES [Abstract] | |
Schedule of purchase price allocation | Cash consideration $ 126,938 Fair value of assets and liabilities acquired: Proved oil and gas properties $ 107,701 Unproved oil and gas properties 21,769 Total fair value of oil and gas properties acquired 129,470 Asset retirement obligations 2,532 Total fair value of net assets acquired $ 126,938 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
LONG-TERM DEBT [Abstract] | |
Schedule of long-term debt | September 30, December 31, 2018 2017 Credit agreement $ 50,000 $ - 5.0% Senior Notes due 2019 - 961,409 1.25% Convertible Senior Notes due 2020 562,075 562,075 5.75% Senior Notes due 2021 873,609 873,609 6.25% Senior Notes due 2023 408,296 408,296 6.625% Senior Notes due 2026 1,000,000 1,000,000 Total principal 2,893,980 3,805,389 Unamortized debt discounts and premiums (34,598) (50,945) Unamortized debt issuance costs on notes (24,254) (31,015) Total debt 2,835,128 3,723,429 Less current portion of long-term debt - (958,713) Total long-term debt $ 2,835,128 $ 2,764,716 |
Summary of margin rates and commitment fees | Applicable Applicable Margin for Base Margin for Commitment Ratio of Outstanding Borrowings to Borrowing Base Rate Loans Eurodollar Loans Fee Less than 0.25 to 1.0 0.50% 1.50% 0.375% Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 0.75% 1.75% 0.375% Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 1.00% 2.00% 0.50% Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 1.25% 2.25% 0.50% Greater than or equal to 0.90 to 1.0 1.50% 2.50% 0.50% |
Summary of senior notes and convertible senior notes | 2020 Convertible 2021 2023 2026 Senior Notes Senior Notes Senior Notes Senior Notes Outstanding principal (in thousands) $ 562,075 $ 873,609 $ 408,296 $ 1,000,000 Interest rate 1.25% 5.75% 6.25% 6.625% Maturity date Apr 1, 2020 Mar 15, 2021 Apr 1, 2023 Jan 15, 2026 Interest payment dates Apr 1, Oct 1 Mar 15, Sep 15 Apr 1, Oct 1 Jan 15, Jul 15 Make-whole redemption date (1) N/A (2) Dec 15, 2020 Jan 1, 2023 Oct 15, 2025 (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 does not allow for optional redemption by the Company prior to the maturity date. |
Schedule of convertible senior notes | September 30, December 31, 2018 2017 Liability component Principal $ 562,075 $ 562,075 Less: unamortized note discount (35,161) (51,666) Less: unamortized debt issuance costs (2,802) (4,178) Net carrying value $ 524,112 $ 506,231 Equity component (1) $ 136,522 $ 136,522 (1) Recorded in additional paid-in capital, net of $5 million of issuance costs and $50 million of deferred taxes. |
Interest expense on convertible senior notes | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Interest expense on 2020 Convertible Senior Notes $ 7,335 $ 7,032 $ 21,774 $ 20,876 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
ASSET RETIREMENT OBLIGATIONS [Abstract] | |
Schedule of reconciliation of the Company's asset retirement obligations | Asset retirement obligation at January 1, 2018 $ 134,237 Additional liability incurred 11,406 Revisions to estimated cash flows 1,239 Accretion expense 8,365 Obligations on sold properties (640) Liabilities settled (3,200) Asset retirement obligation at September 30, 2018 $ 151,407 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
Derivative instruments | Derivative Contracted Crude Weighted Average NYMEX Price Instrument Period Oil Volumes (Bbl) for Crude Oil (per Bbl) Three-way collars (1) Oct - Dec 2018 4,350,000 $37.07 - $47.07 - $57.30 Swaps Oct - Dec 2018 1,200,000 $61.74 Collars Jan - Dec 2019 9,900,000 $51.21 - $77.14 Total 15,450,000 (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. |
Schedule of effects of commodity derivative instruments | Loss Recognized in Income Not Designated as Statement of Operations Three Months Ended September 30, ASC 815 Hedges Classification 2018 2017 Commodity contracts Derivative loss, net $ 21,063 $ 30,867 Total $ 21,063 $ 30,867 Loss Recognized in Income Not Designated as Statement of Operations Nine Months Ended September 30, ASC 815 Hedges Classification 2018 2017 Commodity contracts Derivative loss, net $ 177,210 $ 28,572 Embedded derivatives Derivative loss, net - 18,709 Total $ 177,210 $ 47,281 |
Location and fair value of derivative instruments | September 30, 2018 (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 Prepaid expenses and other $ 3,834 $ (3,834) $ - Commodity contracts - non-current Other long-term assets 2,406 (2,320) 86 Total derivative assets $ 6,240 $ (6,154) $ 86 Derivative liabilities Commodity contracts - current Derivative liabilities $ 110,089 $ (3,834) $ 106,255 Commodity contracts - non-current Other long-term liabilities 4,226 (2,320) 1,906 Total derivative liabilities $ 114,315 $ (6,154) $ 108,161 December 31, 2017 (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 Prepaid expenses and other $ 9,829 $ (9,829) $ - Total derivative assets $ 9,829 $ (9,829) $ - Derivative liabilities Commodity contracts - current Derivative liabilities $ 142,354 $ (9,829) $ 132,525 Total derivative liabilities $ 142,354 $ (9,829) $ 132,525 (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 (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Summary of the fair values and carrying value of debt instruments | September 30, 2018 December 31, 2017 Fair Carrying Fair Carrying Value (1) Value (2) Value (1) Value (2) 5.0% Senior Notes due 2019 $ - $ - $ 985,444 $ 958,713 1.25% Convertible Senior Notes due 2020 540,716 524,112 517,109 506,231 5.75% Senior Notes due 2021 895,336 870,222 897,633 869,284 6.25% Senior Notes due 2023 422,586 404,475 418,503 403,940 6.625% Senior Notes due 2026 1,043,750 986,319 1,025,000 985,261 Total $ 2,902,388 $ 2,785,128 $ 3,843,689 $ 3,723,429 (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 September 30, 2018 Financial Assets Commodity derivatives – non-current $ - $ 86 $ - $ 86 Total financial assets $ - $ 86 $ - $ 86 Financial Liabilities Commodity derivatives – current $ - $ 106,255 $ - $ 106,255 Commodity derivatives – non-current - 1,906 - 1,906 Total financial liabilities $ - $ 108,161 $ - $ 108,161 Total Fair Value Level 1 Level 2 Level 3 December 31, 2017 Financial Liabilities Commodity derivatives – current $ - $ 69,247 $ 63,278 $ 132,525 Total financial liabilities $ - $ 69,247 $ 63,278 $ 132,525 |
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Fair value liability, beginning of period $ - $ (61,952) $ (63,278) $ (9,214) Unrealized gains (losses) on commodity derivative contracts included in earnings (1) - 5,178 2,242 (47,560) Settlement of commodity derivative contracts - - 61,036 - Transfers into (out of) Level 3 - - - - Fair value liability, end of period $ - $ (56,774) $ - $ (56,774) (1) Included in derivative loss, net in the consolidated statements of operations. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
REVENUE RECOGNITION [Abstract] | |
Revenue Recognition Reclassification | Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Under Under Under Under ASC 606 ASC 605 Difference ASC 606 ASC 605 Difference OPERATING REVENUES Oil sales $ 511,904 $ 507,513 $ 4,391 $ 1,448,310 $ 1,436,984 $ 11,326 NGL and natural gas sales 54,791 70,526 (15,735) 159,871 201,826 (41,955) Oil, NGL and natural gas sales $ 566,695 $ 578,039 $ (11,344) $ 1,608,181 $ 1,638,810 $ (30,629) OPERATING EXPENSES Lease operating expenses $ 92,461 $ 103,805 $ (11,344) $ 274,763 $ 305,392 $ (30,629) Total operating expenses $ 397,330 $ 408,674 $ (11,344) $ 1,290,855 $ 1,321,484 $ (30,629) INCOME FROM OPERATIONS $ 169,365 $ 169,365 $ - $ 317,326 $ 317,326 $ - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | |
Assumption for valuing market based restricted shares | 2018 2017 Number of simulations 2,500,000 2,500,000 Expected volatility 72.80% 82.44% Risk-free interest rate 2.12% 1.52% Dividend yield — — |
Summary of nonvested shares | Number of Awards Weighted Average Service‑Based Market-Based Grant Date RSAs & RSUs PSAs & PSUs Fair Value Nonvested awards, January 1 898,421 497,527 $ 45.55 Granted 239,502 220,451 29.88 Vested (418,995) - 43.69 Forfeited (104,745) (185,855) 65.95 Nonvested awards, September 30 614,183 532,123 $ 34.78 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
EARNINGS PER SHARE [Abstract] | |
Reconciliations between basic and diluted earnings per share | The reconciliations between basic and diluted earnings (loss) per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic Earnings (Loss) Per Share (1) Net income (loss) attributable to common shareholders $ 121,400 $ (286,432) $ 138,532 $ (439,370) Weighted average shares outstanding, basic 90,967 90,698 90,934 90,678 Earnings (loss) per common share, basic $ 1.33 $ (3.16) $ 1.52 $ (4.85) Diluted Earnings (Loss) Per Share (1) Net income (loss) attributable to common shareholders $ 121,400 $ (286,432) $ 138,532 $ (439,370) Weighted average shares outstanding, basic 90,967 90,698 90,934 90,678 Service-based awards, market-based awards and stock options 856 - 928 - Weighted average shares outstanding, diluted 91,823 90,698 91,862 90,678 Earnings (loss) per common share, diluted $ 1.32 $ (3.16) $ 1.51 $ (4.85) (1) All share and per share amounts have been retroactively adjusted for the 2017 periods to reflect the Company’s one-for-four reverse stock split in November 2017, as described in Note 8 to these condensed consolidated financial statements. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | Sep. 30, 2018USD ($) |
BASIS OF PRESENTATION [Abstract] | |
Contractual obligation | $ 115 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
OIL AND GAS PROPERTIES [Abstract] | ||
Proved leasehold costs | $ 2,739,348 | $ 2,622,576 |
Unproved leasehold costs | 144,143 | 137,694 |
Costs of completed wells and facilities | 8,864,185 | 8,288,591 |
Wells and facilities in progress | 247,245 | 244,789 |
Total oil and gas properties, successful efforts method | 11,994,921 | 11,293,650 |
Accumulated depletion | (4,745,391) | (4,185,301) |
Oil and gas properties, net | $ 7,249,530 | $ 7,108,349 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES (Acquisition) (Details) $ in Thousands | Jul. 31, 2018USD ($)aitem | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |||
Cash consideration | $ 140,427 | $ 18,452 | |
Richland and McKenzie Counties [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 130,000 | ||
Net acquisition area (in acres) | a | 54,800 | ||
Number of wells acquired | item | 117 | ||
Cash consideration | $ 126,938 | ||
Proved oil and gas properties | 107,701 | ||
Unproved oil and gas properties | 21,769 | ||
Total fair value of oil and gas properties acquired | 129,470 | ||
Asset retirement obligations | 2,532 | ||
Total fair value of net assets acquired | $ 126,938 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES (Divestitures) (Details) - USD ($) $ in Thousands | Sep. 01, 2017 | Jan. 01, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of oil and gas properties | $ 3,284 | $ 916,176 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Fort Berthold Indian Reservation Area [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of oil and gas properties | $ 500,000 | |||
Gain (loss) on sale | $ (402,000) | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Robinson Lake Gas Processing Plant and Belfield Gas Processing Plant [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of oil and gas properties | $ 375,000 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Robinson Lake Gas Processing Plant [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sale of interest in gas processing plant | 50.00% | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Belfield Gas Processing Plant [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sale of interest in gas processing plant | 50.00% |
LONG-TERM DEBT (Schedule of lon
LONG-TERM DEBT (Schedule of long-term debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 |
Debt Instrument [Line Items] | |||||
Total principal | $ 2,893,980 | $ 3,805,389 | |||
Unamortized debt discounts and premiums | (34,598) | (50,945) | |||
Unamortized debt issuance costs on notes | (24,254) | (31,015) | |||
Total debt | 2,835,128 | 3,723,429 | |||
Less current portion of long-term debt | (958,713) | ||||
Total long-term debt | 2,835,128 | 2,764,716 | |||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 50,000 | ||||
5.0% Senior Notes due 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 0 | 961,409 | |||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | |||
1.25% Convertible Senior Notes due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 562,075 | 562,075 | |||
Unamortized debt issuance costs on notes | $ (2,802) | (4,178) | $ (25,000) | ||
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | |||
5.75% Senior Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 873,609 | 873,609 | |||
Interest rate on debt instrument (as a percent) | 5.75% | ||||
6.25% Senior Notes due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 408,296 | 408,296 | |||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | |||
6.625% Senior Notes due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total principal | $ 1,000,000 | $ 1,000,000 | |||
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% |
LONG-TERM DEBT (Credit agreemen
LONG-TERM DEBT (Credit agreement) (Details) - Credit Agreement [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity of credit facility | $ 2,400 |
Maximum aggregate commitments | 1,750 |
Borrowing capacity of credit facility, net of letter of credit | 1,700 |
Outstanding borrowings under credit facility | 50 |
Letters of credit borrowings outstanding | 2 |
Portion of line of credit available for issuance of letters of credit | 50 |
Amount of revolving credit agreement available for additional letters of credit under the agreement | $ 48 |
Weighted average interest rate | 3.70% |
Base Rate [Member] | |
Debt Instrument [Line Items] | |
Basis points added to reference rate (as a percent) | 0.50% |
LIBOR [Member] | |
Debt Instrument [Line Items] | |
Basis points added to reference rate (as a percent) | 1.00% |
LONG-TERM DEBT (Margin rates an
LONG-TERM DEBT (Margin rates and commitment fees) (Details) - Credit Agreement [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Debt Instrument [Line Items] | |
Retained earnings free from restrictions | $ 0 |
Minimum consolidated current assets to consolidated current liabilities ratio | 1 |
Total debt to EBITDAX ratio | 4 |
Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, less than | 0.25 |
Commitment Fee (as a percent) | 0.375% |
Less than 0.25 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.50% |
Less than 0.25 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.50% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
Range, greater than or equal to | 0.25 |
Range, less than | 0.50 |
Commitment Fee (as a percent) | 0.375% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 0.75% |
Greater than or equal to 0.25 to 1.0 but less than 0.50 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 1.75% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
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) | 1.00% |
Greater than or equal to 0.50 to 1.0 but less than 0.75 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.00% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
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) | 1.25% |
Greater than or equal to 0.75 to 1.0 but less than 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.25% |
Greater than or equal to 0.90 to 1.0 [Member] | |
Debt Instrument [Line Items] | |
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) | 1.50% |
Greater than or equal to 0.90 to 1.0 [Member] | Eurodollar [Member] | |
Debt Instrument [Line Items] | |
Applicable Margin for Loans (as percent) | 2.50% |
LONG-TERM DEBT (Summary of seni
LONG-TERM DEBT (Summary of senior notes and convertible senior notes) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||
Carrying value of debt instrument | $ 2,893,980 | $ 3,805,389 | |
Senior Subordinated Notes And Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount redeemable | 100.00% | ||
1.25% Convertible Senior Notes due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of debt instrument | $ 562,075 | 562,075 | |
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | |
Debt maturity date | Apr. 1, 2020 | ||
5.75% Senior Notes due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of debt instrument | $ 873,609 | 873,609 | |
Interest rate on debt instrument (as a percent) | 5.75% | ||
Debt maturity date | Mar. 15, 2021 | ||
Make-whole redemption date | Dec. 15, 2020 | ||
6.25% Senior Notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of debt instrument | $ 408,296 | 408,296 | |
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | |
Debt maturity date | Apr. 1, 2023 | ||
Make-whole redemption date | Jan. 1, 2023 | ||
6.625% Senior Notes due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Carrying value of debt instrument | $ 1,000,000 | $ 1,000,000 | |
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% | |
Debt maturity date | Jan. 15, 2026 | ||
Make-whole redemption date | Oct. 15, 2025 |
LONG-TERM DEBT (Senior notes an
LONG-TERM DEBT (Senior notes and senior subordinated notes) (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 26, 2018 | Feb. 02, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 | Sep. 30, 2010 |
Debt Instrument [Line Items] | |||||||||||
Repayment of subordinated notes | $ 275,121 | ||||||||||
Gain (loss) on extinguishment of debt | $ (31,968) | $ (1,540) | |||||||||
Total principal | 2,893,980 | $ 3,805,389 | |||||||||
Repurchase of notes | $ 990,023 | ||||||||||
Senior Subordinated Notes And Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount converted into shares | $ 882,000 | ||||||||||
Number of shares upon settlement of conversion | 21.6 | ||||||||||
6.5% Senior Subordinated Notes due 2018 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 350,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 6.50% | 6.50% | |||||||||
Aggregate principal amount converted into shares | $ 75,000 | ||||||||||
Repayment of subordinated notes | $ 281,000 | ||||||||||
Notes repurchased, principal amount | $ 275,000 | ||||||||||
Percentage of redemption price | 100.00% | ||||||||||
Gain (loss) on extinguishment of debt | $ (2,000) | ||||||||||
Total principal | $ 0 | ||||||||||
5.0% Senior Notes due 2019 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 1,100,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 5.00% | 5.00% | |||||||||
Aggregate principal amount converted into shares | 139,000 | ||||||||||
Notes repurchased, principal amount | $ 961,000 | ||||||||||
Percentage of redemption price | 102.976% | ||||||||||
Gain (loss) on extinguishment of debt | $ (31,000) | ||||||||||
Total principal | $ 0 | 961,409 | |||||||||
Repurchase of notes | $ 1,000,000 | ||||||||||
5.75% Senior Notes due 2021 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate on debt instrument (as a percent) | 5.75% | ||||||||||
Debt, effective interest rate | 5.50% | ||||||||||
Aggregate principal amount converted into shares | 326,000 | ||||||||||
Total principal | $ 873,609 | 873,609 | |||||||||
5.75% Senior Notes due 2021, Par [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 800,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 5.75% | ||||||||||
5.75% Senior Notes due 2021, Premium [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 400,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 5.75% | ||||||||||
Premium as a percentage of par | 101.00% | ||||||||||
6.25% Senior Notes due 2023 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 750,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 6.25% | 6.25% | |||||||||
Aggregate principal amount converted into shares | $ 342,000 | ||||||||||
Total principal | $ 408,296 | 408,296 | |||||||||
6.625% Senior Notes due 2026 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Issued | $ 1,000,000 | ||||||||||
Interest rate on debt instrument (as a percent) | 6.625% | 6.625% | |||||||||
Total principal | $ 1,000,000 | $ 1,000,000 |
LONG-TERM DEBT (2020 Convertibl
LONG-TERM DEBT (2020 Convertible senior notes) (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015USD ($) | Sep. 30, 2018USD ($)item$ / shares$ / item | Dec. 31, 2016USD ($)shares | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Debt finance cost | $ 24,254 | $ 31,015 | ||
1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,250,000 | $ 562,075 | 562,075 | |
Interest rate on debt instrument (as a percent) | 1.25% | 1.25% | ||
Net proceeds | $ 1,200,000 | |||
Debt finance cost | 25,000 | $ 2,802 | 4,178 | |
Aggregate principal amount converted into shares | $ 688,000 | |||
Number of shares upon settlement of conversion | shares | 17.8 | |||
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 | item | 30 | |||
Principal amount per conversion ratio | $ / item | 1,000 | |||
Conversion ratio | 6.4102 | |||
Conversion price per $1,000 principal amount of notes | $ / shares | $ 156 | |||
Debt, effective interest rate | 5.60% | |||
Estimated fair value of Notes | 1,000,000 | |||
Debt discount | $ 238,000 | $ 35,161 | $ 51,666 | |
Convertible Senior Notes, Conversion Scenario 1 [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum conversion price percentage used to determine settlement of conversion | 130.00% | |||
Convertible Senior Notes, Conversion Scenario 2 [Member] | 1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
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% | |||
Debt Instruments Convertible Threshold Consecutive Trading Days | 5 days |
LONG-TERM DEBT (Schedule of con
LONG-TERM DEBT (Schedule of convertible senior notes) (Details) - USD ($) $ in Thousands | 21 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs | $ (24,254) | $ (31,015) | |
1.25% Convertible Senior Notes due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Principal | 562,075 | 562,075 | $ 1,250,000 |
Less: unamortized note discount | (35,161) | (51,666) | (238,000) |
Less: unamortized debt issuance costs | (2,802) | (4,178) | $ (25,000) |
Net carrying value | 524,112 | 506,231 | |
Equity Component Of Convertible Senior Note [Member] | |||
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs | (5,000) | (5,000) | |
Equity component | 136,522 | $ 136,522 | |
Equity component of convertible debt, deferred taxes | $ 50,000 |
LONG-TERM DEBT (Interest expens
LONG-TERM DEBT (Interest expense on convertible senior notes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 48,328 | $ 47,693 | $ 149,558 | $ 143,641 |
Percentage of owned subsidiaries | 100.00% | |||
1.25% Convertible Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 7,335 | $ 7,032 | $ 21,774 | $ 20,876 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligations | ||
Asset retirement obligations, current portion | $ 3,000 | $ 5,000 |
Reconciliation of the Company's asset retirement obligations | ||
Balance at the beginning of the period | 134,237 | |
Additional liability incurred | 11,406 | |
Revisions to estimated cash flows | 1,239 | |
Accretion expense | 8,365 | |
Obligations on sold properties | (640) | |
Liabilities settled | (3,200) | |
Balance at the end of the period | $ 151,407 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Derivative instruments) (Details) - Crude Oil [Member] | Oct. 01, 2018item$ / bbl |
Derivative Financial Instruments [Line Items] | |
Aggregate notional amount of price risk derivatives (in Bbl) | item | 15,450,000 |
Three-way collars [Member] | |
Derivative Financial Instruments [Line Items] | |
Aggregate notional amount of price risk derivatives (in Bbl) | item | 4,350,000 |
Derivative, Floor Price (in dollars per Bbl) | 37.07 |
Derivative, Strike Price (in dollars per Bbl) | 47.07 |
Derivative, Cap Price (in dollars per Bbl) | 57.30 |
Swap [Member] | |
Derivative Financial Instruments [Line Items] | |
Aggregate notional amount of price risk derivatives (in Bbl) | item | 1,200,000 |
Derivative, Swap Type, Average Fixed Price (in dollars per Bbl) | 61.74 |
Collars [Member] | |
Derivative Financial Instruments [Line Items] | |
Aggregate notional amount of price risk derivatives (in Bbl) | item | 9,900,000 |
Derivative, Floor Price (in dollars per Bbl) | 51.21 |
Derivative, Cap Price (in dollars per Bbl) | 77.14 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Narrative) (Details) | Feb. 01, 2018USD ($) | Jul. 19, 2017USD ($) | Jul. 31, 2016USD ($)$ / bbl | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Derivative Financial Instruments [Line Items] | |||||
Payment to settle future minimum volume commitments | $ 61,036,000 | ||||
Crude Oil Sales And Delivery Contract [Member] | |||||
Derivative Financial Instruments [Line Items] | |||||
Derivative liability | $ 0 | $ 63,000,000 | |||
Payment to settle future minimum volume commitments | $ 61,000,000 | ||||
Embedded derivatives [Member] | |||||
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 | ||||
Amount received from settled contingent payment | $ 35,000,000 | ||||
Derivative Asset | $ 0 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Effects of commodity derivative instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | $ 21,063 | $ 30,867 | $ 177,210 | $ 47,281 |
Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | 21,063 | 30,867 | 177,210 | 47,281 |
Commodity contracts [Member] | Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | $ 21,063 | $ 30,867 | $ 177,210 | 28,572 |
Embedded derivatives [Member] | Not Designated as ASC 815 Hedges [Member] | ||||
Derivative Financial Instruments [Line Items] | ||||
(Gain) Loss Recognized in Income | $ 18,709 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of asset derivatives) (Details) - Commodity contracts [Member] - Not Designated as ASC 815 Hedges [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Assets | $ 6,240 | $ 2,406 |
Gross Amounts Offset | (6,154) | (2,320) |
Total financial assets | 86 | 86 |
Prepaid Expenses and Other [Member] | ||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Assets | 3,834 | 3,834 |
Gross Amounts Offset | (3,834) | $ (3,834) |
Other Long Term Assets [Member] | ||
Gross amounts of derivative assets and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Assets | 2,406 | |
Gross Amounts Offset | (2,320) | |
Total financial assets | $ 86 |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS (Location and fair value of liability derivatives) (Details) - Commodity contracts [Member] - Not Designated as ASC 815 Hedges [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Liabilities | $ 114,315 | $ 110,089 |
Gross Amounts Offset | (6,154) | (3,834) |
Total financial liabilities | 108,161 | $ 106,255 |
Derivative Liabilities [Member] | ||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Liabilities | 110,089 | |
Gross Amounts Offset | (3,834) | |
Total financial liabilities | 106,255 | |
Other Long-Term Liabilities [Member] | ||
Gross amounts of derivative liabilities and gross amounts offset [Line Items] | ||
Gross Amounts of Recognized Liabilities | 4,226 | |
Gross Amounts Offset | (2,320) | |
Total financial liabilities | $ 1,906 |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of the fair values and carrying value of debt instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2013 |
Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 2,902,388 | $ 3,843,689 | ||
Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 2,785,128 | 3,723,429 | ||
5.0% Senior Notes due 2019 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate (as a percent) | 5.00% | 5.00% | ||
5.0% Senior Notes due 2019 [Member] | Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | 985,444 | |||
5.0% Senior Notes due 2019 [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | 958,713 | |||
1.25% Convertible Senior Notes due 2020 [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] | Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 540,716 | 517,109 | ||
1.25% Convertible Senior Notes due 2020 [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 524,112 | 506,231 | ||
5.75% Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate (as a percent) | 5.75% | |||
5.75% Senior Notes due 2021 [Member] | Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 895,336 | 897,633 | ||
5.75% Senior Notes due 2021 [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 870,222 | 869,284 | ||
6.25% Senior Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate (as a percent) | 6.25% | 6.25% | ||
6.25% Senior Notes due 2023 [Member] | Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 422,586 | 418,503 | ||
6.25% Senior Notes due 2023 [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 404,475 | $ 403,940 | ||
6.625% Senior Notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate (as a percent) | 6.625% | 6.625% | ||
6.625% Senior Notes due 2026 [Member] | Fair Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 1,043,750 | $ 1,025,000 | ||
6.625% Senior Notes due 2026 [Member] | Carrying Value [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Fair Value Disclosure | $ 986,319 | $ 985,261 |
FAIR VALUE MEASUREMENTS (Fair v
FAIR VALUE MEASUREMENTS (Fair value assets and liabilities measured on a recurring basis) (Details) - Recurring Basis [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Financial Liabilities | ||
Total financial liabilities | $ 108,161 | $ 86 |
Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - non-current | 86 | |
Total financial assets | 86 | |
Financial Liabilities | ||
Financial liabilities - current | 106,255 | 86 |
Financial liabilities - non-current | 1,906 | |
Level 2 [Member] | ||
Financial Liabilities | ||
Total financial liabilities | 108,161 | 86 |
Level 2 [Member] | Commodity contracts [Member] | ||
Financial Assets | ||
Financial assets - non-current | 86 | |
Total financial assets | 86 | |
Financial Liabilities | ||
Financial liabilities - current | 106,255 | $ 86 |
Financial liabilities - non-current | $ 1,906 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Feb. 01, 2018 | Jul. 19, 2017 | Sep. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Payment to settle future minimum volume commitments | $ 61,036 | ||
Crude Oil Sales And Delivery Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Payment to settle future minimum volume commitments | $ 61,000 | ||
Embedded derivatives [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Amount received from settled contingent payment | $ 35,000 |
FAIR VALUE MEASUREMENTS (Reconc
FAIR VALUE MEASUREMENTS (Reconciliation-Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Nonrecurring [Member] | ||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | ||||
Non-recurring assets at fair value, impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Level 3 [Member] | ||||
Reconciliation of changes in the fair value of financial assets (liabilities) designated as Level 3 in the valuation hierarchy | ||||
Fair value liability, beginning of period | (61,952) | (63,278) | (9,214) | |
Unrealized gains (losses) on commodity derivative contracts included in earnings | 5,178 | 2,242 | (47,560) | |
Settlement of commodity derivative contracts | $ 61,036 | |||
Fair value liability, end of period | $ (56,774) | $ (56,774) |
SHAREHOLDERS' EQUITY AND NONCON
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTEREST (Narrative) (Details) | Nov. 08, 2017 | Nov. 30, 2017 | Sep. 30, 2018shares | Dec. 31, 2017shares | Sep. 30, 2017 | Dec. 31, 2016shares |
Noncontrolling Interest [Line Items] | ||||||
Reverse stock split ratio | 0.25 | 0.25 | ||||
Common stock, shares authorized | 225,000,000 | 225,000,000 | 600,000,000 | |||
Sustainable Water Resources, LLC [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Third party ownership interest (as a percent) | 25.00% |
REVENUE RECOGNITION (Revenue Re
REVENUE RECOGNITION (Revenue Reclassification) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | $ 566,695 | $ 324,191 | $ 1,608,181 | $ 1,007,023 |
Lease operating expenses | 92,461 | 90,615 | 274,763 | 267,277 |
Total operating expenses | 397,330 | 805,145 | 1,290,855 | 1,622,197 |
INCOME FROM OPERATIONS | 169,365 | $ (480,954) | 317,326 | $ (615,174) |
Under ASC 605 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 578,039 | 1,638,810 | ||
Lease operating expenses | 103,805 | 305,392 | ||
Total operating expenses | 408,674 | 1,321,484 | ||
INCOME FROM OPERATIONS | 169,365 | 317,326 | ||
Difference [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | (11,344) | (30,629) | ||
Lease operating expenses | (11,344) | (30,629) | ||
Total operating expenses | (11,344) | (30,629) | ||
Oil sales [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 511,904 | 1,448,310 | ||
Oil sales [Member] | Under ASC 605 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 507,513 | 1,436,984 | ||
Oil sales [Member] | Difference [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 4,391 | 11,326 | ||
NGL and natural gas sales [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 54,791 | 159,871 | ||
NGL and natural gas sales [Member] | Under ASC 605 [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | 70,526 | 201,826 | ||
NGL and natural gas sales [Member] | Difference [Member] | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Sales | $ (15,735) | $ (41,955) |
REVENUE RECOGNITION (Narrative)
REVENUE RECOGNITION (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Jan. 01, 2018 | |
Revenue Recognition [Line Items] | ||
Revenue, Practical Expedient, Initial Application and Transition, Nonrestatement of Modified Contract [true false] | true | |
Receivable balance | $ 230 | $ 186 |
Minimum [Member] | ||
Revenue Recognition [Line Items] | ||
Payment received for product sales, period | 1 month | |
Maximum [Member] | ||
Revenue Recognition [Line Items] | ||
Payment received for product sales, period | 3 months |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)item$ / sharesshares | Sep. 30, 2017USD ($)item$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2013shares | |
Share-based compensation disclosures [Line Items] | ||||||
Number of shares authorized upon shareholder's approval | 1,325,000 | |||||
Number of additional shares authorized | 1,375,000 | |||||
Number of shares available for grant | 969,919 | 969,919 | ||||
Granted (in dollars per share) | $ / shares | $ 29.88 | |||||
Stock compensation expense | $ | $ 7 | $ 6 | $ 18 | $ 19 | ||
Stock Option [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 225,000 | |||||
Maximum number of Shares per non-employee | 25,000 | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 225,000 | |||||
Maximum number of Shares per non-employee | 25,000 | |||||
Service-based [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Granted (in shares) | 239,502 | 409,233 | ||||
Granted (in dollars per share) | $ / shares | $ 32.27 | $ 45.52 | ||||
Service-based [Member] | Executive officers and employees [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Vesting (service) period | 3 years | |||||
RSA [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 150,000 | |||||
Maximum number of Shares per non-employee | 25,000 | |||||
RSA [Member] | Directors [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Vesting (service) period | 1 year | |||||
RSU [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 150,000 | |||||
Maximum number of Shares per non-employee | 25,000 | |||||
Granted (in shares) | 308,432 | |||||
Market-based [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Granted (in shares) | 220,451 | |||||
Granted (in dollars per share) | $ / shares | $ 27.28 | $ 65.44 | ||||
Target share granted percent, will be share-settled | 100.00% | |||||
Market-based [Member] | Minimum [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Possible multiplier of shares earned | item | 0 | |||||
Market-based [Member] | Maximum [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Possible multiplier of shares earned | item | 2 | |||||
PSA [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 150,000 | |||||
Vesting (service) period | 3 years | |||||
Granted (in shares) | 158,363 | |||||
PSA [Member] | Minimum [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Possible multiplier of shares earned | item | 0 | |||||
PSA [Member] | Maximum [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Possible multiplier of shares earned | item | 2 | |||||
PSU [Member] | ||||||
Share-based compensation disclosures [Line Items] | ||||||
Maximum number of Shares per employee | 150,000 | |||||
Vesting (service) period | 3 years |
STOCK-BASED COMPENSATION (Assum
STOCK-BASED COMPENSATION (Assumptions) (Details) - Market-based [Member] - item | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of simulations | 2,500,000 | 2,500,000 |
Expected volatility (as a percent) | 72.80% | 82.44% |
Risk-free interest rate (as a percent) | 2.12% | 1.52% |
Dividend yield (as a percent) | 0.00% | 0.00% |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of nonvested restricted stock) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in dollars per share) | $ 45.55 | |
Granted (in dollars per share) | 29.88 | |
Vested (in dollars per share) | 43.69 | |
Forfeited (in dollars per share) | 65.95 | |
Balance at the end of the period (in dollars per share) | $ 34.78 | |
Service-based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in shares) | 898,421 | |
Granted (in shares) | 239,502 | 409,233 |
Vested (in shares) | (418,995) | |
Forfeited (in shares) | (104,745) | |
Balance at the end of the period (in shares) | 614,183 | |
Granted (in dollars per share) | $ 32.27 | $ 45.52 |
Market-based [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at the beginning of the period (in shares) | 497,527 | |
Granted (in shares) | 220,451 | |
Forfeited (in shares) | (185,855) | |
Balance at the end of the period (in shares) | 532,123 | |
Granted (in dollars per share) | $ 27.28 | $ 65.44 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |||||
U.S. statutory income tax rate (as a percent) | 21.00% | 35.00% | 21.00% | 35.00% | |
Income tax expense | $ (242,298) | $ (320,001) | |||
Tax Cuts and Jobs Act of 2017, incomplete accounting, change in tax rate, deferred tax asset, provisional reduction | $ 1,000 | ||||
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act of 2017, Transition Tax on Accumulated Foreign Earnings, Amount | $ 0 | $ 0 |
EARNINGS PER SHARE (Reconciliat
EARNINGS PER SHARE (Reconciliation) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 08, 2017 | Nov. 30, 2017 | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares |
Basic Earnings (Loss) Per Share | ||||||
Net income (loss) attributable to common shareholders, basic | $ | $ 121,400 | $ (286,432) | $ 138,532 | $ (439,370) | ||
Weighted average shares outstanding, basic | 90,967 | 90,698 | 90,934 | 90,678 | ||
Earnings (loss) per common share, basic (in dollars per share) | $ / shares | $ 1.33 | $ (3.16) | $ 1.52 | $ (4.85) | ||
Diluted Earnings (Loss) Per Share | ||||||
Service-based awards, market-based awards and stock options | 856 | 928 | ||||
Weighted average shares outstanding, diluted | 91,823 | 90,698 | 91,862 | 90,678 | ||
Earnings (loss) per common share, diluted (in dollars per share) | $ / shares | $ 1.32 | $ (3.16) | $ 1.51 | $ (4.85) | ||
Reverse stock split ratio | 0.25 | 0.25 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) security in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018shares | Sep. 30, 2017shares | Sep. 30, 2018securityshares | Sep. 30, 2017shares | |
Stock Option [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 878 | 1,108 | ||
Stock options excluded from earnings per share calculation (in shares) | 110,604 | 125,515 | 114,582 | 125,772 |
Service-based [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 60,687 | 470,383 | ||
Market-based [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Market-based awards excluded from earnings per share calculation (in shares) | 340,290 | 347,019 | ||
1.25% Convertible Senior Notes due 2020 [Member] | ||||
Shares excluded from Earnings Per Share calculation [Line Items] | ||||
Debt instrument, convertible, number of common stock | security | 3.6 |