Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 10, 2015 | |
Entity Registrant Name | EP Energy Corp | ||
Entity Central Index Key | 1584952 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $729,098,077 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Class A Stock | |||
Entity Common Stock, Shares Outstanding | 244,781,024 | ||
Class B Stock | |||
Entity Common Stock, Shares Outstanding | 817,560 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
Operating revenues | ||||
Oil | $499 | $1,705 | $1,254 | |
Natural gas | 216 | 284 | 300 | |
NGLs | 28 | 110 | 74 | |
Financial derivatives | -62 | 985 | -52 | |
Total operating revenues | 681 | 3,084 | 1,576 | |
Operating expenses | ||||
Natural gas purchases | 19 | 23 | 25 | |
Transportation costs | 48 | 100 | 85 | |
Lease operating expense | 63 | 193 | 147 | |
General and administrative | 358 | 244 | 229 | |
Depreciation, depletion and amortization | 188 | 875 | 585 | |
Impairment and ceiling test charges | 1 | 2 | 2 | |
Exploration and other expense | 40 | 25 | 41 | |
Taxes, other than income taxes | 36 | 129 | 79 | |
Total operating expenses | 753 | 1,591 | 1,193 | |
Operating income (loss) | -72 | 1,493 | 383 | |
Other income (expense) | -1 | 1 | -12 | |
Loss on extinguishment of debt | -14 | -17 | -9 | |
Interest expense | -219 | -318 | -354 | |
Income (Loss) from Continuing Operations before Income Taxes | -306 | 1,159 | 8 | |
Income tax expense (benefit) | 432 | 64 | ||
Income (loss) from continuing operations | -306 | 727 | -56 | |
Income (loss) from discontinued operations, net of tax | 50 | 4 | 506 | |
Net income (loss) | -256 | 731 | 450 | |
Basic and diluted net income (loss) per common share | ||||
Income (loss) from continuing operations (in dollars per share) | ($1.46) | $3 | ($0.27) | |
Income from discontinued operations, net of tax (in dollars per share) | $0.23 | $0.02 | $2.43 | |
Net income (loss) (in dollars per share) | ($1.23) | $3.02 | $2.16 | |
Basic and diluted weighted average common shares outstanding (in shares) | 209 | 242 | 209 | |
Member's Equity Predecessor | ||||
Operating revenues | ||||
Oil | 310 | |||
Natural gas | 228 | |||
NGLs | 29 | |||
Financial derivatives | 365 | |||
Total operating revenues | 932 | |||
Operating expenses | ||||
Transportation costs | 45 | |||
Lease operating expense | 80 | |||
General and administrative | 69 | |||
Depreciation, depletion and amortization | 307 | |||
Impairment and ceiling test charges | 62 | |||
Taxes, other than income taxes | 31 | |||
Total operating expenses | 594 | |||
Operating income (loss) | 338 | |||
Other income (expense) | -3 | |||
Interest expense | -14 | |||
Income (Loss) from Continuing Operations before Income Taxes | 321 | |||
Income tax expense (benefit) | 134 | |||
Income (loss) from continuing operations | 187 | |||
Income (loss) from discontinued operations, net of tax | -9 | |||
Net income (loss) | $178 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
Net income (loss) | ($256) | $731 | $450 | |
Cash flow hedging activities: | ||||
Comprehensive income (loss) | -256 | 731 | 450 | |
Member's Equity Predecessor | ||||
Net income (loss) | 178 | |||
Cash flow hedging activities: | ||||
Reclassification adjustment | 3 | |||
Comprehensive income (loss) | $181 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (Member's Equity Predecessor, USD $) | 5 Months Ended |
In Millions, unless otherwise specified | 24-May-12 |
Member's Equity Predecessor | |
Maximum taxes recognized for reclassification adjustment | $2 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $22 | $51 |
Accounts receivable | ||
Customer, net of allowance of less than $1 in 2014 and 2013 | 234 | 231 |
Other, net of allowance of $1 for 2014 and 2013 | 38 | 40 |
Income tax receivable | 24 | 3 |
Materials and supplies | 25 | 20 |
Derivative instruments | 752 | 47 |
Assets of discontinued operations | 293 | |
Deferred income taxes | 28 | |
Prepaid assets | 7 | 10 |
Total current assets | 1,102 | 723 |
Property, plant and equipment, at cost | ||
Oil and natural gas properties | 10,241 | 8,136 |
Other property, plant and equipment | 76 | 56 |
Total property, plant and equipment, at cost | 10,317 | 8,192 |
Less accumulated depreciation, depletion and amortization | 1,589 | 770 |
Total property, plant and equipment, net | 8,728 | 7,422 |
Other assets | ||
Derivative instruments | 297 | 97 |
Unamortized debt issue costs | 90 | 116 |
Other | 2 | 8 |
Total other assets | 389 | 221 |
Total assets | 10,219 | 8,366 |
Accounts payable | ||
Trade | 142 | 135 |
Other | 403 | 386 |
Income tax payable | 2 | |
Deferred income taxes | 251 | |
Derivative instruments | 1 | 35 |
Accrued interest | 53 | 54 |
Asset retirement obligations | 2 | 2 |
Liabilities of discontinued operations | 125 | |
Other accrued liabilities | 47 | 63 |
Total current liabilities | 899 | 802 |
Long-term debt | 4,598 | 4,421 |
Other long-term liabilities | ||
Deferred income taxes | 327 | 171 |
Asset retirement obligations | 40 | 28 |
Other | 7 | 7 |
Total non-current liabilities | 4,972 | 4,627 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value; 50 million shares authorized; no shares issued or outstanding | ||
Additional paid-in capital | 3,510 | 2,832 |
Retained earnings. | 836 | 105 |
Total stockholders' equity | 4,348 | 2,937 |
Total liabilities and equity | 10,219 | 8,366 |
Class A Stock | ||
Stockholders' equity | ||
Common shares | 2 | |
Total stockholders' equity | $2 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Per Share data, unless otherwise specified | ||
Maximum allowance for accounts receivable, customer (in dollars) | $1 | $1 |
Other receivables, allowance (in dollars) | $1 | $1 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50 | 50 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Stock | ||
Common shares, par value (in dollars per share) | $0.01 | $0.01 |
Common shares, shares authorized | 550 | 550 |
Common shares, shares issued | 245 | 209 |
Common shares, shares outstanding | 245 | 209 |
Class B Stock | ||
Common shares, par value (in dollars per share) | $0.01 | $0.01 |
Common shares, shares authorized | 0.8 | 0.9 |
Common shares, shares issued | 0.8 | 0.9 |
Common shares, shares outstanding | 0.8 | 0.9 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
Cash flows from operating activities | ||||
Net income (loss) | ($256) | $731 | $450 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||
Depreciation, depletion and amortization | 268 | 883 | 666 | |
Gain on sale of assets | -2 | -468 | ||
Deferred income tax expense | 1 | 435 | 67 | |
Loss from unconsolidated affiliate, net of cash distributions | 15 | 37 | ||
Impairment and ceiling test charges | 1 | 20 | 46 | |
Loss on extinguishment of debt | 14 | 17 | 9 | |
Share-based compensation expense | 17 | 13 | 22 | |
Non-cash portion of exploration expense | 23 | 19 | 39 | |
Amortization of debt issuance costs | 12 | 21 | 22 | |
Other | 1 | 2 | 1 | |
Asset and liability changes | ||||
Accounts receivable | -73 | 7 | -50 | |
Accounts payable | 66 | 13 | 80 | |
Derivative instruments | 281 | -939 | 56 | |
Accrued interest | 57 | -3 | ||
Other asset changes | -18 | 5 | -13 | |
Other liability changes | 40 | -39 | -1 | |
Net cash provided by operating activities | 449 | 1,186 | 960 | |
Cash flows from investing activities | ||||
Capital expenditures | -877 | -2,033 | -1,924 | |
Proceeds from the sale of assets and investments, net of cash transferred | 110 | 154 | 1,451 | |
Cash paid for acquisitions, net of cash acquired | -7,126 | -165 | -2 | |
Net cash used in investing activities | -7,893 | -2,044 | -475 | |
Cash flows from financing activities | ||||
Proceeds from issuance of long-term debt | 5,825 | 2,455 | 1,880 | |
Repayment of long-term debt | -1,139 | -2,293 | -2,190 | |
Proceeds from issuance of stock | 669 | |||
Distributions to members | -337 | -205 | ||
Contributed member equity | 17 | |||
Contributions from members | 3,323 | |||
Debt issuance costs | -159 | -1 | -5 | |
Other | -1 | |||
Net cash provided by (used in) financing activities | 7,513 | 829 | -503 | |
Cash and cash equivalents | ||||
Change in cash and cash equivalents | 69 | -29 | -18 | |
Beginning of period | 51 | 69 | ||
End of period | 69 | 22 | 51 | |
Supplemental cash flow information | ||||
Interest paid, net of amounts capitalized | 145 | 289 | 305 | |
Income tax payments, net of refunds | 2 | 26 | 16 | |
Member's Equity Predecessor | ||||
Cash flows from operating activities | ||||
Net income (loss) | 178 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||
Depreciation, depletion and amortization | 319 | |||
Deferred income tax expense | 199 | |||
Loss from unconsolidated affiliate, net of cash distributions | 12 | |||
Impairment and ceiling test charges | 62 | |||
Amortization of debt issuance costs | 7 | |||
Asset and liability changes | ||||
Accounts receivable | 132 | |||
Accounts payable | -56 | |||
Derivative instruments | -201 | |||
Accrued interest | -1 | |||
Other asset changes | -7 | |||
Other liability changes | -64 | |||
Net cash provided by operating activities | 580 | |||
Cash flows from investing activities | ||||
Capital expenditures | -636 | |||
Proceeds from the sale of assets and investments, net of cash transferred | 9 | |||
Cash paid for acquisitions, net of cash acquired | -1 | |||
Net cash used in investing activities | -628 | |||
Cash flows from financing activities | ||||
Proceeds from issuance of long-term debt | 215 | |||
Repayment of long-term debt | -1,065 | |||
Contributed member equity | 960 | |||
Net cash provided by (used in) financing activities | 110 | |||
Cash and cash equivalents | ||||
Change in cash and cash equivalents | 62 | |||
Beginning of period | 25 | |||
End of period | 87 | |||
Supplemental cash flow information | ||||
Interest paid, net of amounts capitalized | 7 | |||
Income tax payments, net of refunds | $2 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (USD $) | Class A Stock | Class B Stock | Member's Equity Predecessor | Member's Equity Predecessor | Member's Equity Predecessor | Member's Equity Predecessor | Member's Equity Predecessor | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Total |
In Millions, unless otherwise specified | USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Accumulated Other Comprehensive Income (Loss) | USD ($) | USD ($) | USD ($) | USD ($) | |
USD ($) | USD ($) | USD ($) | USD ($) | |||||||
Balance at Dec. 31, 2011 | $3,100 | |||||||||
Balance at Dec. 31, 2011 | 4,580 | -1,476 | -4 | |||||||
Balance (in shares) at Dec. 31, 2011 | 1,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Contribution from parent | 1,481 | 1,481 | ||||||||
Other | 12 | 3 | 15 | |||||||
Net income (loss) | 178 | 178 | ||||||||
Elimination of predecessor parent stockholder's equity | -1,000 | -6,073 | 1,298 | 1 | -4,774 | |||||
Balance at May. 24, 2012 | ||||||||||
Balance at Dec. 31, 2012 | 2,748 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 345 | |||||||||
Corporate reorganization | 2,903 | -2,903 | ||||||||
Corporate reorganization (in shares) | 209 | 0.9 | ||||||||
Increase (Decrease) in Partners' Capital | ||||||||||
Member distributions | -205 | |||||||||
Share-based compensation expense | 15 | |||||||||
Balance at Aug. 31, 2013 | 2,903 | 2,903 | ||||||||
Balance (in shares) at Aug. 31, 2013 | 209 | 0.9 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 105 | 105 | ||||||||
Income taxes recorded upon corporate reorganization | -78 | -78 | ||||||||
Share-based compensation | 7 | 7 | ||||||||
Balance at Dec. 31, 2013 | 2,832 | 105 | 2,937 | |||||||
Balance (in shares) at Dec. 31, 2013 | 209 | 0.9 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 731 | 731 | ||||||||
Share-based compensation | 11 | 11 | ||||||||
Share-based compensation (in shares) | 1 | -0.1 | ||||||||
Initial public offering of common stock | 2 | 667 | 669 | |||||||
Initial public offering of common stock (in shares) | 35 | |||||||||
Balance at Dec. 31, 2014 | $2 | $3,510 | $836 | $4,348 | ||||||
Balance (in shares) at Dec. 31, 2014 | 245 | 0.8 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies |
Basis of Presentation and Consolidation | |
EP Energy Corporation was reorganized on August 30, 2013 as a corporate holding company with a 100% equity interest in EPE Acquisition, LLC. Prior to this corporate reorganization, activities were conducted through EPE Acquisition, LLC, a holding company formed on February 14, 2012. EPE Acquisition, LLC had two classes of membership interests: Class A membership units and Class B membership units. The Class A membership units represented the full value of our capital interests, and the Class B membership units represented profits interests (for further information see Note 9). As part of the corporate reorganization, (i) all of the Class A and Class B membership units in EPE Acquisition, LLC were directly or indirectly exchanged for shares of Class A and Class B common stock, respectively of EP Energy Corporation, which have the same interests, rights and obligations of the Class A and B membership units. | |
EPE Acquisition, LLC had no independent operations and through its wholly-owned subsidiaries, owned the units of EP Energy LLC (which owned 100 percent of EP Energy Global LLC). On May 24, 2012, Apollo Global Management LLC (together with its subsidiaries, Apollo) and other private equity investors (collectively, the Sponsors) acquired EP Energy Global LLC and subsidiaries for approximately $7.2 billion in cash (the Acquisition) as contemplated by the merger agreement among El Paso Corporation (El Paso) and Kinder Morgan, Inc. (KMI) which is further described in Note 2. The acquired entities engage in the exploration for and the acquisition, development, and production of oil, natural gas and NGLs in the United States. Hereinafter, for periods prior to the Acquisition in 2012, the acquired entities are referred to as the predecessor for financial accounting and reporting purposes. | |
Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all significant intercompany accounts and transactions. Predecessor periods reflect reclassifications to conform to EP Energy Corporation’s financial statement presentation. | |
We consolidate entities when we have the ability to control the operating and financial decisions of the entity or when we have a significant interest in the entity that gives us the ability to direct the activities that are significant to that entity. The determination of our ability to control, direct or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can exert significant influence over, but do not control or direct the policies, decisions and activities of an entity. | |
Our oil and natural gas properties are managed as a whole in one operating segment rather than through discrete operating segments or business units. We track basic operational data by area and allocate capital resources on a project-by-project basis across our entire asset base without regard to individual areas. We assess financial performance as a single enterprise and not on a geographical area basis. | |
New Accounting Pronouncements Issued But Not Yet Adopted | |
The following accounting standards have been issued but not yet been adopted. | |
Revenue Recognition. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards. Retrospective application of this standard is required beginning in the first quarter of 2017. We are currently evaluating the impact, if any, that this update will have on our financial statements. | |
Discontinued Operations. In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which alters the criteria under which assets to be disposed of are evaluated for reporting as a discontinued operation. While early adoption of this update is permitted, prospective application is required in the first quarter of 2015. Accordingly, the update will not impact our historical presentation of assets as discontinued operations. The revised standard will (i) raise the threshold for divestitures to qualify as discontinued operations and (ii) require new disclosures for both discontinued operations and material divestitures which do not qualify as discontinued operations. | |
Significant Accounting Policies | |
Use of Estimates | |
The preparation of our financial statements requires the use of estimates and assumptions that affect the amounts we report as assets, liabilities, revenues and expenses and our disclosures in these financial statements. Actual results can, and often do, differ from those estimates. | |
Revenue Recognition | |
Our revenues are generated primarily through the physical sale of oil, natural gas and NGLs. Revenues from sales of these products are recorded upon delivery and the passage of title using the sales method, net of any royalty interests or other profit interests in the produced product. Revenues related to products delivered, but not yet billed, are estimated each month. These estimates are based on contract data, commodity prices and preliminary throughput and allocation measurements. When actual sales volumes exceed our entitled share of sales volumes, an overproduced imbalance occurs. To the extent the overproduced imbalance exceeds our share of the remaining estimated proved natural gas reserves for a given property, we record a liability. | |
Costs associated with the transportation and delivery of production are included in transportation costs. We also purchase and sell natural gas on a monthly basis to manage our overall natural gas production and sales. These transactions are undertaken to optimize prices we receive for our natural gas, to physically move gas to its intended sales point, or to manage firm transportation agreements. Revenue related to these transactions are recorded in natural gas sales in operating revenues and associated purchases reflected in natural gas purchases in operating expenses on our consolidated income statement. | |
For the years ended December 31, 2014 and 2013 and the successor period in 2012, we had two customers that individually accounted for 10 percent or more of our total revenues. The predecessor period in 2012 had three customers that individually accounted for 10 percent or more of total revenues. The loss of any one customer would not have an adverse effect on our ability to sell our oil, natural gas and NGLs production. | |
Cash and Cash Equivalents | |
We consider short-term investments with an original maturity of less than three months to be cash equivalents. As of December 31, 2014 and 2013, we had less than $1 million, of restricted cash in other current assets to cover escrow amounts required for leasehold agreements in our operations. | |
Allowance for Doubtful Accounts | |
We establish provisions for losses on accounts receivable and for natural gas imbalances with other parties if we determine that we will not collect all or part of the outstanding balance. We regularly review collectability and establish or adjust our allowance as necessary using the specific identification method. | |
Oil and Natural Gas Properties | |
Successful Efforts (Successor). In conjunction with the Acquisition, we began applying the successful efforts method of accounting for oil and natural gas exploration and development activities. | |
Under the successful efforts method, (i) lease acquisition costs and all development costs are capitalized and exploratory drilling costs are capitalized until results are determined, (ii) other non-drilling exploratory costs, including certain geological and geophysical costs such as seismic costs and delay rentals, are expensed as incurred, (iii) certain internal costs directly identified with the acquisition, successful drilling of exploratory wells and development activities are capitalized, and (iv) interest costs related to financing oil and natural gas projects actively being developed are capitalized until the projects are evaluated or substantially complete and ready for their intended use if the projects were evaluated as successful. | |
The provision for depreciation, depletion, and amortization is determined on a basis identified by common geological structure or stratigraphic conditions applied to total capitalized costs plus future abandonment costs net of salvage value, using the unit of production method. Lease acquisition costs are amortized over total proved reserves, and other exploratory drilling and all developmental costs are amortized over total proved developed reserves. | |
We evaluate capitalized costs related to proved properties at least annually or upon a triggering event to determine if impairment of such properties is necessary. Our evaluation of recoverability is made based on common geological structure or stratigraphic conditions and considers estimated future cash flows for all proved developed (producing and non-producing) and proved undeveloped reserves in comparison to the carrying amount of the proved properties. If the carrying amount of a property exceeds the estimated undiscounted future cash flows, the carrying amount is reduced to estimated fair value through a charge to income. Fair value is calculated by discounting the future cash flows based on estimates of future oil and gas production, estimated or published commodity prices as of the date of the estimate, adjusted for geographical location, contractual and quality differentials, estimates of future operating and development costs, and a risk-adjusted discount rate. The discount rate is based on rates utilized by market participants that are commensurate with the risks inherent in the development and production of the underlying crude oil and natural gas. Leasehold acquisitions costs associated with non-producing areas are assessed for impairment by major prospect area based on our estimates or current drilling plans. | |
Full Cost (Predecessor). Prior to the Acquisition, the predecessor used the full cost method to account for their oil and natural gas properties. Under the full cost method, substantially all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves were capitalized on a country-by-country basis. These capitalized amounts included the costs of unproved properties that were transferred into the full cost pool when the properties were determined to have proved reserves, internal costs directly related to acquisition, development and exploration activities, asset retirement costs and capitalized interest. Under the full cost method, both dry hole costs and geological and geophysical costs were capitalized into the full cost pool, which was subject to amortization and was periodically assessed for impairment through a ceiling test calculation discussed below. | |
Under full cost accounting, capitalized costs associated with proved reserves were amortized over the life of the proved reserves using the unit of production method. Conversely, capitalized costs associated with unproved properties were excluded from the amortizable base until these properties were evaluated or determined that the costs were impaired. On a quarterly basis, unproved property costs were transferred into the amortizable base when properties were determined to have proved reserves. If costs were determined to be impaired, the amount of any impairment was transferred to the full cost pool if an oil or natural gas reserve base exists, or was expensed if a reserve base has not yet been created. The amortizable base included future development costs; dismantlement, restoration and abandonment costs, net of estimated salvage values; and geological and geophysical costs incurred that could not be associated with specific unevaluated properties or prospects in which we owned a direct interest. | |
Under full cost accounting, capitalized costs in each country, net of related deferred income taxes, were limited to a ceiling based on the present value of future net revenues from proved reserves less estimated future capital expenditures, discounted at 10 percent, plus the cost of unproved oil and natural gas properties not being amortized, less related income tax effects. Prior to the Acquisition, this ceiling test calculation was performed each quarter. The prices used when performing the ceiling test were based on the unweighted arithmetic average of the price on the first day of each month within the 12-month period prior to the end of the reporting period. These prices were required to be held constant over the life of the reserves, even though actual prices of oil and natural gas changed from period to period. If total capitalized costs exceeded the ceiling, a write down of capitalized costs to the ceiling was required. Any required write-down was included as a ceiling test charge in the consolidated income statement and as an increase to accumulated depreciation, depletion and amortization on the consolidated balance sheet. The present value of future net revenues used for these ceiling test calculations excluded the impact of derivatives and the estimated future cash outflows associated with asset retirement liabilities related to proved developed reserves. | |
Property, Plant and Equipment (Other than Oil and Natural Gas Properties) | |
Our property, plant and equipment, other than our assets accounted for under the successful efforts method, are recorded at their original cost of construction or, upon acquisition, at the fair value of the assets acquired. We capitalize the major units of property replacements or improvements and expense minor items. We depreciate our non-oil and natural gas property, plant and equipment using the straight-line method over the useful lives of the assets which range from three to 15 years. | |
Accounting for Asset Retirement Obligations | |
We record a liability for legal obligations associated with the replacement, removal or retirement of our long-lived assets in the period the obligation is incurred and is estimable. Our asset retirement liabilities are initially recorded at their estimated fair value with a corresponding increase to property, plant and equipment. This increase in property, plant and equipment is then depreciated over the useful life of the asset to which that liability relates. An ongoing expense is recognized for changes in the value of the liability as a result of the passage of time, which we record as depreciation, depletion and amortization expense in our consolidated income statement. | |
Accounting for Long-Term Incentive Compensation | |
We measure the cost of long-term incentive compensation based on the grant date fair value of the award. Awards issued under these programs are recognized as either equity awards or liability awards based on their characteristics. Expense is recognized in our consolidated financial statements as general and administrative expense over the requisite service period, net of estimated forfeitures. See Note 9 for further discussion of our long-term incentive compensation. | |
Environmental Costs, Legal and Other Contingencies | |
Environmental Costs. We record environmental liabilities at their undiscounted amounts on our consolidated balance sheet in other current and long-term liabilities when our environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of our environmental liabilities are based on current available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors, and include estimates of associated legal costs. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by the Environmental Protection Agency (EPA) or other organizations. Our estimates are subject to revision in future periods based on actual costs or new circumstances. We capitalize costs that benefit future periods and we recognize a current period charge in general and administrative expense when clean-up efforts do not benefit future periods. | |
We evaluate any amounts paid directly or reimbursed by government sponsored programs and potential recoveries or reimbursements of remediation costs from third parties, including insurance coverage, separately from our liability. Recovery is evaluated based on the creditworthiness or solvency of the third party, among other factors. When recovery is assured, we record and report an asset separately from the associated liability on our consolidated balance sheet. | |
Legal and Other Contingencies. We recognize liabilities for legal and other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other to occur, the low end of the range is accrued. | |
Derivatives | |
We enter into derivative contracts on our oil and natural gas products primarily to stabilize cash flows and reduce the risk and financial impact of downward commodity price movements on commodity sales. We also use derivatives to reduce the risk of variable interest rates. Derivative instruments are reflected on our balance sheet at their fair value as assets and liabilities. We classify our derivatives as either current or non-current assets or liabilities based on their anticipated settlement date. We net derivative assets and liabilities with counterparties where we have a legal right of offset. | |
All of our derivatives are marked-to-market each period and changes in the fair value of our commodity based derivatives, as well as any realized amounts, are reflected as operating revenues. Changes in the fair value of our interest rate derivatives are reflected as interest expense. We classify cash flows related to derivative contracts based on the nature and purpose of the derivative. As the derivative cash flows are considered an integral part of our oil and natural gas operations, they are classified as cash flows from operating activities. In our consolidated balance sheet, receivables and payables resulting from the settlement of our derivative instruments are reported as trade receivables and payables. See Note 5 for a further discussion of our derivatives. | |
Income Taxes | |
We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. Deferred taxes represent the tax impacts of differences between the financial statement and tax bases of assets and liabilities and carryovers at each year end. We account for tax credits under the flow-through method, which reduces the provision for income taxes in the year the tax credits first become available. | |
The realization of our deferred tax assets depends on recognition of sufficient future taxable income during periods in which those temporary differences are deductible. We reduce deferred tax assets by a valuation allowance when, based on our estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The estimates utilized in recognition of deferred tax assets are subject to revision, either up or down, in future periods based on new facts or circumstances. In evaluating our valuation allowances, we consider the reversal of existing temporary differences, the existence of taxable income in eligible carryback years, various tax-planning strategies and future taxable income, the latter two of which involve the exercise of significant judgment. Changes to our valuation allowances could materially impact our results of operations. | |
Prior to the Acquisition, the predecessor’s taxable income or loss was included in El Paso’s U.S. federal and certain state returns and we recorded income taxes on a separate return basis in our financial statements as if we had filed separate income tax returns under our then existing structure for the periods presented in accordance with a tax sharing agreement between us and El Paso. Under that agreement El Paso paid all consolidated U.S. federal and state income tax directly to the appropriate taxing jurisdictions and, under a separate tax billing agreement, El Paso billed or was refunded for their portion of these income taxes. In certain states, the predecessor filed and paid taxes directly to the state taxing authorities. | |
Acquisitions_and_Divestitures
Acquisitions and Divestitures | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Acquisitions and Divestitures | 2. Acquisitions and Divestitures | ||||||||||||||
Acquisitions. On April 30, 2014, we acquired producing properties and undeveloped acreage in the Southern Midland Basin, of which 37,000 net acres are adjacent to our existing Wolfcamp Shale position, for an aggregate cash purchase price of approximately $152 million. The acquisition represented an approximate 25% expansion of our current Wolfcamp acreage. The fair value of the business acquired was allocated to the underlying properties and no goodwill or bargain purchase was recorded. | |||||||||||||||
On May 24, 2012, investment funds managed by Apollo (collectively, “the Apollo Funds”) and other investors acquired all of the equity of EP Energy Global LLC for approximately $7.2 billion. The Acquisition was funded with approximately $3.3 billion in equity contributions and the issuance of approximately $4.25 billion of debt. In conjunction with the Acquisition, a portion of the proceeds were also used to repay approximately $960 million outstanding under the predecessor’s revolving credit facility at that time. See Note 7 for additional discussion of debt. | |||||||||||||||
The unaudited pro forma information below for the year ended December 31, 2012 has been derived from the historical consolidated financial statements and has been prepared as though the Acquisition occurred as of the beginning of January 1, 2012. The unaudited pro forma information does not purport to represent what our results of operations would have been if such transactions had occurred on such date. | |||||||||||||||
Year ended | |||||||||||||||
December 31, | |||||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Operating Revenues | $ | 1,659 | |||||||||||||
Net Income | 143 | ||||||||||||||
In conjunction with the Acquisition, approximately $330 million in transaction, advisory, and other fees were incurred, of which $142 million were capitalized as debt issue costs and $15 million were capitalized as prepaid costs in other assets on our balance sheet. The remaining $173 million in fees were reflected in general and administrative expense in our consolidated income statement. Additionally, during the successor period in 2012 we recorded approximately $48 million related to transition and restructuring costs, including severance charges totaling approximately $17 million ($4 million related to divested assets). These amounts were included as general and administrative expenses in our consolidated income statement. | |||||||||||||||
Discontinued Operations. We have reflected as discontinued operations certain non-core assets sold including (i) certain domestic natural gas assets in our Arklatex area and those in our South Louisiana Wilcox areas sold in May 2014, (ii) domestic natural gas assets which closed in June 2013 (including CBM properties located in the Raton, Black Warrior and Arkoma basins; Arklatex conventional natural gas assets located in East Texas and North Louisiana, and legacy South Texas conventional natural gas assets) and (iii) our Brazilian operations which closed in August 2014. | |||||||||||||||
We have reflected the domestic natural gas assets sold as discontinued operations in all successor periods and reflected our Brazilian operations as discontinued operations in all periods presented in these consolidated financial statements. For periods prior to the Acquisition, the predecessor applied the full cost method of accounting for oil and natural gas properties where capitalized costs were aggregated by country (e.g. U.S.); accordingly, these domestic assets sold did not qualify for and have not been reflected as discontinued operations in the predecessor financial statement periods. | |||||||||||||||
Summarized operating results and financial position data of our discontinued operations were as follows: | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 | ||||||||||||
December 31, | December 31, | to | to | ||||||||||||
2014 | 2013 | December 31, | May 24, | ||||||||||||
2012 | 2012 | ||||||||||||||
(in millions) | |||||||||||||||
Operating revenues | $ | 82 | $ | 361 | $ | 309 | $ | 46 | |||||||
Operating expenses | |||||||||||||||
Natural gas purchases | — | 19 | 23 | — | |||||||||||
Transportation costs | 5 | 25 | 25 | — | |||||||||||
Lease operating expense | 31 | 92 | 74 | 16 | |||||||||||
Depreciation, depletion and amortization | 8 | 81 | 80 | 12 | |||||||||||
Impairment and ceiling test charges(1) | 18 | 44 | — | — | |||||||||||
Other expense | 17 | 53 | 58 | 20 | |||||||||||
Total operating expenses | 79 | 314 | 260 | 48 | |||||||||||
Gain on sale of assets | 2 | 468 | — | — | |||||||||||
Other income (expense) | 4 | (2 | ) | 3 | (5 | ) | |||||||||
Income (loss) from discontinued operations before income taxes | 9 | 513 | 52 | (7 | ) | ||||||||||
Income tax expense | 5 | 7 | 2 | 2 | |||||||||||
Income (loss) from discontinued operations | $ | 4 | $ | 506 | $ | 50 | $ | (9 | ) | ||||||
-1 | During the year ended December 31, 2014, we recorded $18 million in impairment charges to impair earnings subsequent to entering into a Quota Purchase Agreement to sell our Brazil operations. During the year ended December 31, 2013, we recorded $44 million in impairment charges ($34 million to impair earnings subsequent to entering into the Quota Purchase Agreement and $10 million based on a comparison of the fair value of our Brazil operations to its underlying carrying value). | ||||||||||||||
December 31, | |||||||||||||||
2013 | |||||||||||||||
(in millions) | |||||||||||||||
Assets of discontinued operations | |||||||||||||||
Current assets | $ | 37 | |||||||||||||
Property, plant and equipment, net | 246 | ||||||||||||||
Other non-current assets | 10 | ||||||||||||||
Total assets of discontinued operations | $ | 293 | |||||||||||||
Liabilities of discontinued operations | |||||||||||||||
Accounts payable | $ | 50 | |||||||||||||
Other current liabilities | 10 | ||||||||||||||
Asset retirement obligations | 60 | ||||||||||||||
Other non-current liabilities | 5 | ||||||||||||||
Total liabilities of discontinued operations | $ | 125 | |||||||||||||
Other Divestitures. In 2014, we closed the sale of certain non-core acreage in Eagle Ford in Atascosa County for approximately $28 million. No gain or loss on the sale was recorded. During 2013, we (i) received approximately $10 million from the sale of certain domestic oil and natural gas properties and (ii) sold our approximate 49% equity interest in Four Star Oil & Gas Company (Four Star) for proceeds of approximately $183 million. We did not record a gain or loss on the sale of these other domestic properties; however, in connection with entering into the sale of Four Star, we recorded a $20 million impairment in earnings from unconsolidated affiliates. See Note 10 for further discussion. | |||||||||||||||
In 2012, we sold our interests in Egypt for approximately $22 million and sold oil and natural gas properties located in the Gulf of Mexico for a net purchase price of approximately $79 million. We did not record a gain or loss on any of these sales as the purchase price allocated to the assets sold was reflective of the estimated sales price of these properties and the relationship between capitalized costs and proved reserves was not altered. | |||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Income Taxes | |||||||||||||||
Income Taxes | 3. Income Taxes | ||||||||||||||
General. As a result of the Corporate Reorganization on August 30, 2013 described in Note 1, we became a corporation subject to federal and state income taxes. Accordingly, we began recording the effects of income taxes in our financial statements and recorded $78 million as a reduction to additional paid-in capital on our Statement of Changes in Equity which represented the initial net current and deferred tax liabilities. | |||||||||||||||
From May 25, 2012, until the Corporate Reorganization, we were a limited liability company treated as a partnership for federal and state income tax purposes. During that time, our Brazil operations continued to be subject to foreign income taxes; however, amounts related to Brazil have been reclassified in all periods as discontinued operations (see Note 2). Prior to the Acquisition (May 25, 2012), the predecessor was party to a tax accrual policy with El Paso whereby El Paso filed U.S. and certain state returns on the predecessor’s behalf. Under its policy, the predecessor recorded federal and state income taxes on a separate return basis and reflected current and deferred income taxes in the financial statements through the acquisition date. | |||||||||||||||
Pretax Income (Loss) and Income Tax Expense (Benefit). The tables below show the pretax income (loss) from continuing operations and the components of income tax expense (benefit) from continuing operations for the following periods: | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 to | ||||||||||||
December 31, | December 31, | to | May 24, | ||||||||||||
2014 | 2013 | December 31, | 2012 | ||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Pretax Income (Loss) | |||||||||||||||
U.S. | $ | 1,159 | $ | 8 | $ | (306 | ) | $ | 384 | ||||||
Foreign | — | — | — | (63 | ) | ||||||||||
$ | 1,159 | $ | 8 | $ | (306 | ) | $ | 321 | |||||||
Components of Income Tax Expense (Benefit) | |||||||||||||||
Current | |||||||||||||||
Federal | $ | — | $ | (2 | ) | $ | — | $ | (62 | ) | |||||
State | — | — | — | (3 | ) | ||||||||||
— | (2 | ) | — | (65 | ) | ||||||||||
Deferred | |||||||||||||||
Federal | 415 | 59 | — | 188 | |||||||||||
State | 17 | 7 | — | 11 | |||||||||||
432 | 66 | — | 199 | ||||||||||||
Total income tax expense | $ | 432 | $ | 64 | $ | — | $ | 134 | |||||||
Effective Tax Rate Reconciliation. Income taxes included in net income differs from the amount computed by applying the statutory federal income tax rate of 35% for the following reasons for the following periods: | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 to | ||||||||||||
December 31, | December 31, | to | May 24, | ||||||||||||
2014 | 2013 | December 31, | 2012 | ||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Income taxes at the statutory federal rate of 35% | $ | 406 | $ | 3 | $ | (107 | ) | $ | 112 | ||||||
Increase (decrease) | |||||||||||||||
State income taxes, net of federal income tax effect | 12 | 4 | — | 5 | |||||||||||
Partnership earnings not subject to tax | — | 57 | 107 | — | |||||||||||
Earnings from unconsolidated affiliates where we received or will receive dividends | — | — | — | (2 | ) | ||||||||||
Foreign income taxed at different rates | — | — | — | 22 | |||||||||||
Non-deductible reorganization costs | 10 | — | — | — | |||||||||||
Other | 4 | — | — | (3 | ) | ||||||||||
Income tax expense | $ | 432 | $ | 64 | $ | — | $ | 134 | |||||||
The effective tax rate for the year ended December 31, 2014 was 37.3%, higher than the statutory rate of 35% primarily as a result of state income taxes, net of federal income tax effect, and non-deductible reorganization costs recorded in conjunction with changing our organizational structure in December 2014. The effective tax rates for both the year ended December 31, 2013 and the period from February 14 to December 31, 2012, differed from the statutory rate primarily due to recording income tax expense subsequent to the Corporate Reorganization on August 30, 2013 and the level of pretax income not subject to tax during those periods. The effective tax rate for the predecessor period from January 1, 2012 to May 24, 2012 was significantly higher than the statutory rate primarily due to the impact of an Egyptian non-cash charge without a corresponding tax benefit. | |||||||||||||||
If we had recorded income taxes effective January 1, 2013, through December 31, 2013, pro forma income from continuing operations would have been approximately $5 million based on applying a federal statutory tax rate of 35%. | |||||||||||||||
Deferred Tax Assets and Liabilities. The following are the components of net deferred tax assets and liabilities: | |||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
(in millions) | |||||||||||||||
Deferred tax assets | |||||||||||||||
Net operating loss and tax credit carryovers | $ | 542 | $ | 252 | |||||||||||
Employee benefits | 1 | 2 | |||||||||||||
Investment in partnership | — | 11 | |||||||||||||
Financial derivatives | — | 3 | |||||||||||||
Legal and other reserves | 5 | 2 | |||||||||||||
Asset retirement obligations | 15 | 19 | |||||||||||||
Transaction costs | 21 | 21 | |||||||||||||
Total deferred tax assets | 584 | 310 | |||||||||||||
Valuation allowance | (1 | ) | — | ||||||||||||
Net deferred tax assets | 583 | 310 | |||||||||||||
Deferred tax liabilities | |||||||||||||||
Property, plant and equipment | 794 | 453 | |||||||||||||
Financial derivatives | 367 | — | |||||||||||||
Total deferred tax liabilities | 1,161 | 453 | |||||||||||||
Net deferred tax liabilities | $ | 578 | $ | 143 | |||||||||||
Unrecognized Tax Benefits. We are currently not under any U.S. or state income tax audits; however, the 2013 and 2014 tax years remain open to examination. Furthermore, pursuant to the Acquisition agreement, KMI indemnified us for any U.S. or state liability due to most of our entities having been members of the El Paso federal and state returns for any adjustments through the Acquisition date. As of December 31, 2014 there were no unrecognized tax benefits as income taxes in our financial statements in continuing operations. We did not recognize any interest and penalties related to unrecognized tax benefits (classified as income taxes in our consolidated income statements) in 2014 or 2013, nor do we have any accrued interest and penalties in our consolidated balance sheet as of December 31, 2014 and December 31, 2013. | |||||||||||||||
Net Operating Loss and Tax Credit Carryovers. The table below presents the details of our federal and state net operating loss carryover periods as of December 31, 2014 (in millions): | |||||||||||||||
Expiration Period | |||||||||||||||
2031 - 2033 | |||||||||||||||
U.S. federal net operating loss | $ | 1,466 | |||||||||||||
2016 - 2028 | |||||||||||||||
State net operating loss | $ | 226 | |||||||||||||
Net Operating Loss and Tax Credit Carryovers. In addition to our federal and state net operating loss carryovers, we also have (i) U.S. federal alternative minimum tax credit carryovers of $10 million and (ii) capital loss carryovers of $23 million. Our U.S. federal alternative minimum tax credits carry over indefinitely while our capital loss carryovers expire in 2018 if we are unable to generate sufficient capital gains on the sale of assets by that time. Utilization of $320 million of our federal net operating loss carryovers and all of our alternative minimum tax credit carryovers is subject to the limitations provided under Sections 382 of the Internal Revenue Code. While these limitations restrict the amount of carryovers we could potentially utilize in the next few years, it would not cause any carryovers to expire unused. | |||||||||||||||
Valuation Allowances. The realization of our deferred tax assets depends on recognition of sufficient future taxable income in specific tax jurisdictions during periods in which those temporary differences are deductible. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts we believe are more likely than not to be recovered. In evaluating our valuation allowances, we consider the reversal of existing temporary differences, the existence of taxable income in prior carryback years, tax planning strategies and future taxable income for each of our taxable jurisdictions, the latter two of which involve the exercise of significant judgment. Changes to our valuation allowances could materially impact our results of operations. | |||||||||||||||
As of December 31, 2014 and 2013, we had recorded $1 million and less than $1 million in valuation allowances on certain state net operating losses expiring in five years and where it was more likely than not they would not be realized. We continually monitor the realization of loss carryovers with the appropriate character of income. We believe it is more likely than not that we will realize the benefit of our deferred tax assets, net of existing valuation allowances. | |||||||||||||||
Earnings_Per_Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share | |
Earnings Per Share | 4. Earnings Per Share |
On January 2, 2014, we completed a 62.553-for-1 stock split of our common stock. For the successor financial statement periods, we have retrospectively reflected earnings per common share/earnings per member unit (each member unit was converted into an equivalent common share in connection with the August 2013 Corporate Reorganization), giving effect to the stock split. Additionally, as of and for periods subsequent to our Corporate Reorganization on August 30, 2013, common share disclosures on our balance sheet and statement of changes in equity reflect the effects of the stock split. Neither earnings per share nor the effects of the stock split were presented in predecessor periods prior to the Acquisition as the predecessor operated under a different capital structure than the successor. On January 23, 2014, we completed a public offering of 35.2 million shares of Class A Common Stock, $0.01 par value per share. We exclude potentially dilutive securities from the determination of diluted earnings per share (as well as their related income statement impacts) when their impact on income from continuing operations per common share is antidilutive. These potentially dilutive securities consist of our employee stock options and restricted stock which did not affect diluted earnings per share for the year ended December 31, 2014. | |
Financial_Instruments
Financial Instruments | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||
Financial Instruments | 5. Financial Instruments | ||||||||||||||||||||||||||
The following table presents the carrying amounts and estimated fair values of the financial instruments: | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||
Long-term debt | $ | 4,598 | $ | 4,582 | $ | 4,421 | $ | 4,841 | |||||||||||||||||||
Derivative instruments | $ | 1,048 | $ | 1,048 | $ | 109 | $ | 109 | |||||||||||||||||||
For the years ended December 31, 2014 and 2013, the carrying amount of cash and cash equivalents, accounts receivable and accounts payable represent fair value because of the short-term nature of these instruments. We hold long-term debt obligations (see Note 7) with various terms. We estimated the fair value of debt (representing a Level 2 fair value measurement) primarily based on quoted market prices for the same or similar issuances, including consideration of our credit risk related to these instruments. | |||||||||||||||||||||||||||
Oil and Natural Gas Derivative Instruments. We attempt to mitigate a portion of our commodity price risk and stabilize cash flows associated with forecasted sales of oil and natural gas through the use of financial derivatives. As of December 31, 2014 and 2013, we had total derivative contracts of 37 MMBbls and 47 MMBbls of oil and 69 TBtu and 135 TBtu of natural gas, respectively. None of these contracts are designated as accounting hedges. | |||||||||||||||||||||||||||
The following table reflects the volumes associated with derivative contracts entered into between January 1, 2015 and February 16, 2015. | |||||||||||||||||||||||||||
2016 | 2017 | ||||||||||||||||||||||||||
Volumes | Volumes | ||||||||||||||||||||||||||
Oil (MBbls) | |||||||||||||||||||||||||||
Fixed Price Swaps | |||||||||||||||||||||||||||
WTI(1) | 3,294 | 4,015 | |||||||||||||||||||||||||
Basis Swaps | |||||||||||||||||||||||||||
LLS vs. WTI(2) | 1,830 | — | |||||||||||||||||||||||||
-1 | In February 2015, we unwound 3,294 MBbls of 2016 LLS three way collars in exchange for 3,294 MBbls of 2016 WTI fixed price swaps. No cash or other consideration was included as part of this exchange. | ||||||||||||||||||||||||||
-2 | In February 2015, we unwound 1,830 MBbls of 2016 LLS vs. Brent basis swaps in exchange for 1,830 MBbls of 2016 LLS vs. WTI basis swaps. No cash or other consideration was included as part of this exchange. | ||||||||||||||||||||||||||
Interest Rate Derivative Instruments. We have interest rate swaps with a notional amount of $600 million that extend through April 2017 and are intended to reduce variable interest rate risk. As of December 31, 2014 and 2013, we had a net asset of $3 million and $4 million, respectively, related to interest rate derivative instruments included in our consolidated balance sheets. For the years ended December 31, 2014 and 2013 and the period from February 14 to December 31, 2012, we recorded $5 million of interest expense, $3 million of interest income and $3 million of interest expense, respectively, related to the change in fair market value and cash settlements of our interest rate derivative instruments. | |||||||||||||||||||||||||||
Fair Value Measurements. We use various methods to determine the fair values of our financial instruments. The fair value of a financial instrument depends on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. We separate the fair value of our financial instruments into three levels (Levels 1, 2 and 3) based on our assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each of the levels are described below: | |||||||||||||||||||||||||||
· | Level 1 instruments’ fair values are based on quoted prices in actively traded markets. | ||||||||||||||||||||||||||
· | Level 2 instruments’ fair values are based on pricing data representative of quoted prices for similar assets and liabilities in active markets (or identical assets and liabilities in less active markets). | ||||||||||||||||||||||||||
· | Level 3 instruments’ fair values are partially calculated using pricing data that is similar to Level 2 instruments, but also reflect adjustments for being in less liquid markets or having longer contractual terms. | ||||||||||||||||||||||||||
As of December 31, 2014 and 2013, all derivative financial instruments were classified as Level 2. Our assessment of an instrument within a level can change over time based on the maturity or liquidity of the instrument, which could result in a change in the classification of our financial instruments between other levels. | |||||||||||||||||||||||||||
Financial Statement Presentation. The following table presents the fair value associated with derivative financial instruments as of December 31, 2014 and 2013. All of our derivative instruments are subject to master netting arrangements which provide for the unconditional right of offset for all derivative assets and liabilities with a given counterparty in the event of default. We present assets and liabilities related to these instruments in our balance sheets as either current or non-current assets or liabilities based on their anticipated settlement date, net of the impact of master netting agreements. On derivative contracts recorded as assets in the table below, we are exposed to the risk that our counterparties may not perform. | |||||||||||||||||||||||||||
Level 2 | |||||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||
Gross(1) | Balance Sheet Location | Gross(1) | Balance Sheet Location | ||||||||||||||||||||||||
Fair | Impact of | Current | Non- | Fair | Impact of | Current | Non- | ||||||||||||||||||||
Value | Netting | current | Value | Netting | current | ||||||||||||||||||||||
(in millions) | (in millions) | ||||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||||
Derivative instruments | $ | 1,093 | $ | (44 | ) | $ | 752 | $ | 297 | $ | (45 | ) | $ | 44 | $ | (1 | ) | $ | — | ||||||||
December 31, 2013 | |||||||||||||||||||||||||||
Derivative instruments | $ | 164 | $ | (20 | ) | $ | 47 | $ | 97 | $ | (55 | ) | $ | 20 | $ | (35 | ) | $ | — | ||||||||
-1 | Gross derivative assets are comprised primarily of $1,088 million of oil and natural gas derivatives as of December 31, 2014, $157 million of oil and natural gas derivatives as of December 31, 2013, and $5 million and $7 million of interest rate derivatives as of December 31, 2014 and December 31, 2013, respectively. Gross derivative liabilities are comprised primarily of $43 million of oil and natural gas derivatives as of December 31, 2014, $52 million of oil and natural gas derivatives as of December 31, 2013 and $2 million and $3 million of interest rate derivatives as of December 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||||
The following table presents gains and losses on financial oil and natural gas derivative instruments presented in operating revenues and dedesignated cash flow hedges of the predecessor included in accumulated other comprehensive income (in millions): | |||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
Year ended | Year ended | February 14 | January 1 | ||||||||||||||||||||||||
December 31, | December 31, | to | to | ||||||||||||||||||||||||
December 31, | May 24, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2012 | ||||||||||||||||||||||||
Gains (losses) on financial derivative instruments | $ | 985 | $ | (52 | ) | $ | (62 | ) | $ | 365 | |||||||||||||||||
Accumulated other comprehensive income | — | — | — | 5 | |||||||||||||||||||||||
Credit Risk. We are subject to the risk of loss on our derivative instruments that we would incur as a result of non-performance by counterparties pursuant to the terms of their contractual obligations. We maintain credit policies with regard to our counterparties to minimize our overall credit risk. These policies require (i) the evaluation of potential counterparties’ financial condition to determine their credit worthiness; (ii) the daily monitoring of our oil, natural gas and NGLs counterparties’ credit exposures; (iii) comprehensive credit reviews on significant counterparties from physical and financial transactions on an ongoing basis; (iv) the utilization of contractual language that affords us netting or set off opportunities to mitigate exposure risk; and (v) when appropriate requiring counterparties to post cash collateral, parent guarantees or letters of credit to minimize credit risk. Our assets related to derivatives as of December 31, 2014 represent financial instruments from twelve counterparties; all of which are financial institutions that have an “investment grade” (minimum Standard & Poor’s rating of A- or better) credit rating and are lenders associated with our $2.75 billion RBL credit facility. Subject to the terms of our $2.75 billion RBL credit facility, collateral or other securities are not exchanged in relation to derivatives activities with the parties in the RBL Facility. | |||||||||||||||||||||||||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Property, Plant and Equipment | 6. Property, Plant and Equipment | |||||||
Oil and Natural Gas Properties. As of December 31, 2014 and 2013, we had approximately $8.7 billion and $7.4 billion of total property, plant, and equipment, net of accumulated depreciation, depletion, and amortization on our balance sheet, substantially all of which related to both proved and unproved oil and natural gas properties. At December 31, 2014 and 2013, the cost associated with unproved oil and natural gas properties totaled approximately $0.7 billion and $1.4 billion, respectively. During 2014, we transferred approximately $0.7 billion from unproved properties to proved properties. During 2014, 2013 and the period from February 14 to December 31, 2012, we recorded $18 million, $36 million and $23 million, respectively, of amortization of unproved leasehold costs in exploration expense in our consolidated income statement. Suspended well costs were not material as of December 31, 2014 or December 31, 2013. | ||||||||
Impairment Assessment / Ceiling Test Charges. Forward commodity prices can play a significant role in determining future impairments of our proved or unproved property. Due to the significant decline in oil prices in the fourth quarter of 2014, we reviewed our proved and unproved property for impairment. In 2014, 2013 and from the Acquisition (May 25, 2012) to December 31, 2012, all periods under which we applied the successful efforts method, we did not record any impairments of our oil and gas properties included in continuing operations. Under the full cost method of accounting, the predecessor recorded a non-cash charge of approximately $62 million in the period from January 1 to May 24, 2012, as a result of the decision to exit exploration and development activities in Egypt. The charge related to unevaluated costs in that country and included approximately $2 million related to equipment. Considering the significant amount of fair value allocated to our natural gas and oil properties in conjunction with the Acquisition, sustained lower oil and natural gas prices, further price reductions or changes to our future capital and development plans due to the lower price environment could result in an impairment of the carrying value of our proved and/or unproved properties in the future, and such charges could be significant. | ||||||||
Leasehold acquisition costs associated with non-producing areas are assessed for impairment based on our estimated drilling plans and capital expenditures relative to potential lease expirations. Our unproved property costs were approximately $0.7 billion at December 31, 2014, of which approximately $0.4 billion was associated with Wolfcamp, $0.2 billion with Altamont and $0.1 billion with Eagle Ford. Generally, economic recovery of unproved reserves in such areas is not yet supported by actual production or conclusive formation tests, but may be confirmed by our continuing exploration and development activities. Our allocation of capital to the development of unproved properties may be influenced by changes in commodity prices (e.g. the rapid decline in oil prices in the fourth quarter of 2014), the availability of drilling rigs and associated costs, and/or the relative returns of our unproved property development in comparison to the use of capital for other strategic objectives. Due to the significant decline in oil prices, we have reduced our expected capital expenditures in certain of our operating areas for 2015; however, we currently have the intent and ability to fulfill our drilling commitments prior to the expiration of the associated leases. Among other factors, should oil prices not justify sufficient capital allocation to the continued development of these unproved properties, we could incur impairment charges of our unproved property, and such charges could be significant. | ||||||||
Asset Retirement Obligations. We have legal asset retirement obligations associated with the retirement of our oil and natural gas wells and related infrastructure. We incur these obligations when production on those wells is exhausted, when we no longer plan to use them or when we abandon them. We accrue these obligations when we can estimate the timing and amount of their settlement. | ||||||||
In estimating the liability associated with our asset retirement obligations, we utilize several assumptions, including a credit-adjusted risk-free rate between 7-9 percent and a projected inflation rate of 2.5 percent. Changes in estimates in the table below represent changes to the expected amount and timing of payments to settle our asset retirement obligations. Typically, these changes primarily result from obtaining new information about the timing of our obligations to plug and abandon oil and natural gas wells and the costs to do so. The net asset retirement liability as of December 31 on our consolidated balance sheet in other current and non-current liabilities and the changes in the net liability for the periods ended December 31 were as follows: | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Net asset retirement liability at January 1 | $ | 30 | $ | 24 | ||||
Liabilities incurred | 10 | 6 | ||||||
Liabilities settled | (2 | ) | (2 | ) | ||||
Accretion expense | 3 | 2 | ||||||
Changes in estimate | 2 | 1 | ||||||
Property sales | — | (1 | ) | |||||
Other | (1 | ) | — | |||||
Net asset retirement liability at December 31 | $ | 42 | $ | 30 | ||||
Capitalized Interest. Interest expense is reflected in our financial statements net of capitalized interest. We capitalize interest primarily on the costs associated with drilling and completing wells until production begins. The interest rate used is the weighted average interest rate of our outstanding borrowings. Capitalized interest for the year ended December 31, 2014 and 2013 was approximately $21 million and $19 million, respectively. For the period from February 14 to December 31, 2012, capitalized interest was $12 million, and for the predecessor period from January 1, 2012 to May 24, 2012, it was $4 million. | ||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Long-Term Debt | ||||||||||
Long-Term Debt | 7. Long Term Debt | |||||||||
Listed below are our debt obligations as of the periods presented: | ||||||||||
Interest Rate | December 31, 2014 | December 31, 2013 | ||||||||
(in millions) | ||||||||||
EP Energy LLC | ||||||||||
$2.75 billion RBL credit facility - due May 24, 2017 | Variable | $ | 852 | $ | 295 | |||||
$750 million senior secured term loan - due May 24, 2018(1)(3) | Variable | 496 | 495 | |||||||
$400 million senior secured term loan - due April 30, 2019(2)(3) | Variable | 150 | 149 | |||||||
$750 million senior secured notes - due May 1, 2019(3) | 6.875 | % | 750 | 750 | ||||||
$2.0 billion senior unsecured notes - due May 1, 2020 | 9.375 | % | 2,000 | 2,000 | ||||||
$350 million senior unsecured notes - due September 1, 2022 | 7.75 | % | 350 | 350 | ||||||
EPE Holdings LLC | ||||||||||
$350 million senior PIK toggle note - due December 15, 2017(4) | 8.125%/8.875 | % | — | 382 | ||||||
Total | $ | 4,598 | $ | 4,421 | ||||||
-1 | The term loan was issued at 99% of par and carries interest at a specified margin over the LIBOR of 2.75 %, with a minimum LIBOR floor of 0.75%. As of December 31, 2014 and 2013, the effective interest rate of the term loan was 3.50%. | |||||||||
-2 | The term loan carries interest at a specified margin over the LIBOR of 3.50%, with a minimum LIBOR floor of 1.00%. As of December 31, 2014 and 2013, the effective interest rate for the term loan was 4.50%. | |||||||||
-3 | The term loans and secured notes are secured by a second priority lien on all of the collateral securing the RBL credit facility, and effectively rank junior to any existing and future first lien secured indebtedness of the Company. | |||||||||
-4 | In 2014, we repaid our senior PIK toggle note with proceeds from our initial public offering. | |||||||||
As of December 31, 2014 and 2013, we had $90 million and $116 million, respectively, in deferred financing costs on our consolidated balance sheets. During 2014, 2013, the period from February 14 to December 31, 2012, and the predecessor period from January 1 to May 24, 2012, we amortized $21 million, $22 million, $12 million, and $7 million, respectively, of deferred financing costs in interest expense. | ||||||||||
In 2014, we repaid and retired our senior PIK toggle note with a portion of the proceeds from our initial public offering recording a $17 million loss on extinguishment of debt. During 2013 and the period from February 14 to December 31, 2012, we recorded $9 million and $14 million in losses on the extinguishment of debt. The 2013 losses were associated with the pro-rata portion of deferred financing costs written off in conjunction with (i) the repayment of approximately $250 million under each of our $750 million and $400 million term loans, (ii) our $750 million term loan re-pricing in May 2013 and (iii) the semi-annual redetermination of our RBL Facility in March 2013. The 2012 losses were associated with the pro-rata portion of deferred financing costs written off, debt discount and call premiums paid related to lenders who exited or reduced their loan commitments in conjunction with our $750 million term loan repricing. | ||||||||||
$2.75 Billion Reserve-based Loan (RBL). We have a $2.75 billion credit facility in place which allows us to borrow funds or issue letters of credit (LCs). As of December 31, 2014, we had $852 million of outstanding borrowings and approximately $83 million of letters of credit issued under the facility, leaving $1.8 billion of remaining capacity available. Listed below is a further description of our credit facility as of December 31, 2014: | ||||||||||
Credit Facility | Maturity | Interest | Commitment fees | |||||||
Date | Rate | |||||||||
$2.75 billion RBL | May 24, 2017 | LIBOR + 1.75%(1) | 0.375% commitment fee on unused capacity | |||||||
1.75% for LCs | ||||||||||
-1 | Based on our December 31, 2014 borrowing level. Amounts outstanding under the $2.75 billion RBL facility bear interest at specified margins over the LIBOR of between 1.50% and 2.50% for Eurodollar loans or at specified margins over the Alternative Base Rate (ABR) of between 0.50% and 1.50% for ABR loans. Such margins will fluctuate based on the utilization of the facility. | |||||||||
The RBL Facility is collateralized by certain of our oil and natural gas properties and has a borrowing base subject to semi-annual redetermination. In October 2014, we completed our semi-annual redetermination, increasing the borrowing base of our RBL Facility to $2.75 billion. Our next redetermination date is in April 2015. Downward revisions of our oil and natural gas reserves due to future declines in commodity prices, performance revisions, sales of assets or the incurrence of certain types of additional debt, among other items, could cause a redetermination of the borrowing base and could negatively impact our ability to borrow funds under the RBL Facility in the future. | ||||||||||
Restrictive Provisions/Covenants. The availability of borrowings under our credit agreements and our ability to incur additional indebtedness is subject to various financial and non-financial covenants and restrictions. Our most restrictive financial covenant requires that our debt to EBITDAX ratio, as defined in the credit agreement, must not exceed 4.50 to 1.0 during the current period. Certain other covenants and restrictions, among other things, also limit our ability to incur or guarantee additional indebtedness; make any restricted payments or pay any dividends on equity interests or redeem, repurchase or retire parent entities’ equity interests or subordinated indebtedness; sell assets; make investments; create certain liens; prepay debt obligations; engage in transactions with affiliates; and enter into certain hedge agreements. As of December 31, 2014, we were in compliance with our debt covenants. | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Commitments and Contingencies | 8. Commitments and Contingencies | ||||
Legal Matters | |||||
We and our subsidiaries and affiliates are parties to various legal actions and claims that arise in the ordinary course of our business. For each of these matters, we evaluate the merits of the case or claim, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If we determine that an unfavorable outcome is probable and can be estimated, we establish the necessary accruals. While the outcome of our current matters cannot be predicted with certainty and there are still uncertainties related to the costs we may incur, based upon our evaluation and experience to date, we believe we have established appropriate reserves for these matters. It is possible, however, that new information or future developments could require us to reassess our potential exposure related to these matters and adjust our accruals accordingly, and these adjustments could be material. As of December 31, 2014, we had approximately $2 million accrued for all outstanding legal matters. | |||||
Southeast Louisiana Flood Protection Authority v. EP Energy Management, L.L.C. On July 24, 2013, the levee authority for New Orleans and surrounds (the Authority) filed suit against 97 oil, gas and pipeline companies, seeking (among other relief) restoration of wetlands allegedly lost due to historic industry operations in those areas. The suit, which does not specify an amount of damages, was filed in Louisiana state court in New Orleans but then removed to the U.S. District Court for the Eastern District of Louisiana (the District Court). The Louisiana State Legislature has passed legislation that could result in dismissal of the lawsuit. Our subsidiary, EP Energy Management, L.L.C., is named as successor to Colorado Oil Company, Inc. and Gas Producing Enterprises as operators of five wells from the mid-1970s to 1980. On February 13, 2015, the District Court dismissed the case for failure to state a claim finding that the defendants had no duty to the Authority. The Authority will have 30 days from a final judgment to appeal to the U.S. Court of Appeals for the Fifth Circuit. | |||||
Indemnifications and Other Matters. We periodically enter into indemnification arrangements as part of the divestitures of assets or businesses. These arrangements include, but are not limited to, indemnifications for income taxes, the resolution of existing disputes, environmental and other contingent matters. In addition, under various laws or regulations, we could be subject to the imposition of certain liabilities. For example, the recent decline in commodity prices may create an environment where there is an increased risk that owners and/or operators of assets purchased from us may no longer be able to satisfy plugging and abandonment obligations that attach to such assets. In that event, under various laws or regulations, we may be required to assume these plugging or abandonment obligations on assets no longer owned and operated by us. As of December 31, 2014, we had approximately $8 million accrued related to these indemnifications and other matters. | |||||
Sales Tax Audits. As a result of sales and use tax audits during 2010, the state of Texas asserted additional taxes plus penalties and interest for the audit period 2001-2008 for two of our operating entities. During 2013, we settled the last of these audits for approximately $3 million, including penalties and fees. As a result of the settlement, we recorded a reduction in taxes, other than income taxes in our consolidated income statement of approximately $13 million. | |||||
Environmental Matters | |||||
We are subject to existing federal, state and local laws and regulations governing environmental quality, pollution control and greenhouse gas (GHG) emissions. The environmental laws and regulations to which we are subject also require us to remove or remedy the effect on the environment of the disposal or release of specified substances at current and former operating sites. As of December 31, 2014, we had accrued approximately $1 million for related environmental remediation costs associated with onsite, offsite and groundwater technical studies and for related environmental legal costs. Our accrual represents a combination of two estimation methodologies. First, where the most likely outcome can be reasonably estimated, that cost has been accrued. Second, where the most likely outcome cannot be estimated, a range of costs is established and if no one amount in that range is more likely than any other, the lower end of the expected range has been accrued. Our exposure could be as high as $1 million. Our environmental remediation projects are in various stages of completion. The liabilities we have recorded reflect our current estimates of amounts that we will expend to remediate these sites. However, depending on the stage of completion or assessment, the ultimate extent of contamination or remediation required may not be known. As additional assessments occur or remediation efforts continue, we may incur additional liabilities. | |||||
Climate Change and Other Emissions. The EPA and several state environmental agencies have adopted regulations to regulate GHG emissions. Although the EPA has adopted a “tailoring” rule to regulate GHG emissions, the U.S. Supreme Court partially invalidated it in an opinion decided June 2014. The tailoring rule remains applicable for those facilities considered major sources of six other “criteria” pollutants and at this time we do not expect a material impact to our existing operations from the rule. There have also been various legislative and regulatory proposals and final rules at the federal and state levels to address emissions from power plants and industrial boilers, which will generally favor the use of natural gas over other fossil fuels such as coal. It remains uncertain what regulations or amended final rules will ultimately be adopted and when they will be adopted. As part of the White House’s Climate Action Plan Strategy to Reduce Methane Emissions, the EPA has announced it will propose additional regulations in 2015 for the oil and gas industry addressing methane and other emissions. Further, the Bureau of Land Management is expected to propose additional regulations for public lands in 2015, and the Pipeline and Hazardous Materials Safety Administration is expected to propose new standards in 2015 for natural gas pipelines. Any regulations regarding GHG emissions would likely increase our costs of compliance by potentially delaying the receipt of permits and other regulatory approvals; requiring us to monitor emissions, install additional equipment or modify facilities to reduce GHG and other emissions; purchase emission credits; and utilize electric-driven compression at facilities to obtain regulatory permits and approvals in a timely manner. | |||||
Air Quality Regulations. The EPA has promulgated various performance and emission standards that mandate air pollutant emission limits and operating requirements for stationary reciprocating internal combustion engines and process equipment. We do not anticipate material capital expenditures to meet these requirements. | |||||
In August 2012, the EPA promulgated additional standards to reduce various air pollutants associated with hydraulic fracturing of natural gas wells and equipment including compressors, storage vessels, and pneumatic valves. Parts of the new standard were amended August 2013. We do not anticipate material capital expenditures to meet these requirements. Effective December 31, 2014, additional amendments to the new standard were finalized, for which we do not anticipate material capital expenditure. | |||||
The EPA has promulgated regulations to require pre-construction permits for minor sources of air emissions in tribal lands as of September 2, 2014. On May 22, 2014, the EPA extended this deadline to March 2, 2016, during which time the EPA anticipates separate rulemaking to create general permits for true minor sources in the oil and gas production industry. Until such regulations are adopted, it is uncertain what impact they might have on our operations in tribal lands. | |||||
Hydraulic Fracturing Regulations. We use hydraulic fracturing extensively in our operations. Various regulations have been adopted and proposed at the federal, state and local levels to regulate hydraulic fracturing operations. These regulations range from banning or substantially limiting hydraulic fracturing operations, requiring disclosure of the hydraulic fracturing fluids and requiring additional permits for the use, recycling and disposal of water used in such operations. In addition, various agencies, including the EPA, the Department of the Interior and Department of Energy are reviewing changes in their regulations to address the environmental impacts of hydraulic fracturing operations. Until such regulations are implemented, it is uncertain what impact they might have on our operations. | |||||
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) Matters. As part of our environmental remediation projects, we are or have received notice that we could be designated as a Potentially Responsible Party (PRP) with respect to one active site under the CERCLA or state equivalents. As of December 31, 2014, we have estimated our share of the remediation costs at this site to be less than $1 million. Because the clean-up costs are estimates and are subject to revision as more information becomes available about the extent of remediation required, and because in some cases we have asserted a defense to any liability, our estimates could change. Moreover, liability under the federal CERCLA statute may be joint and several, meaning that we could be required to pay in excess of our pro rata share of remediation costs. Our understanding of the financial strength of other PRPs has been considered, where appropriate, in estimating our liabilities. Accruals for these matters are included in the reserve for environmental matters discussed above. | |||||
It is possible that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs and liabilities in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws, regulations, and orders of regulatory agencies, as well as claims for damages to property and the environment or injuries to employees and other persons resulting from our current or past operations, could result in substantial costs and liabilities in the future. As this information becomes available, or other relevant developments occur, we will adjust our accrual amounts accordingly. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we believe our reserves are adequate. | |||||
Lease Obligations | |||||
We maintain operating leases in the ordinary course of our business activities. These leases include those for office space and various equipment. The terms of the agreements vary through 2018. Future minimum annual rental commitments under non-cancelable future operating lease commitments at December 31, 2014, were as follows: | |||||
Year Ending December 31, | Operating Leases | ||||
(in millions) | |||||
2015 | $ | 11 | |||
2016 | 12 | ||||
2017 | 7 | ||||
Total | $ | 30 | |||
Subsequent to December 31, 2014, we extended certain office leases and will pay an additional $5 million and $9 million in 2017 and 2018, respectively. These amounts are not included in the table above. | |||||
Rental expense for the successor periods for the years ended December 31, 2014 and 2013, and for the period from February 14 to December 31, 2012 was $13 million, $13 million and $10 million, respectively. Rental expense for the predecessor period from January 1, 2012 to May 24, 2012 was $1 million. | |||||
Other Commercial Commitments | |||||
At December 31, 2014, we have various commercial commitments totaling $809 million primarily related to commitments and contracts associated with volume and transportation, drilling rigs, completion activities and seismic activities. Our annual obligations under these arrangements are $184 million in 2015, $185 million in 2016, $83 million in 2017, $83 million in 2018, and $274 million thereafter. | |||||
LongTerm_Incentive_Compensatio
Long-Term Incentive Compensation / Retirement 401(k) Plan | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | |||||||||||
Long-Term Incentive Compensation | 9. Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||||||
Overview. Under our current stock-based compensation plan (the EP Energy Corporation 2014 Omnibus Incentive Plan, or omnibus plan), we may issue to our employees and non-employee directors various forms of long term incentive (LTI) compensation including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares/units, incentive awards, cash awards, and other stock-based awards. We are authorized to grant awards of up to 12,433,749 shares of our common stock for awards under the omnibus plan, with 11,179,603 shares remaining available for issuance as of December 31, 2014. In addition, in conjunction with the Acquisition in 2012, certain employees received other LTI awards based on their purchased equity interests including (i) Class A “matching” units (subsequently converted into common shares upon our Corporate Reorganization) and (ii) a “guaranteed bonus” as well as (iii) Management Incentive Units (subsequently converted into Class B shares upon our Corporate Reorganization) which become payable upon certain liquidity events. At the time of our 2013 Corporate Reorganization, we also issued additional Class B shares to a subsidiary for grants to current and future employees that likewise become payable upon certain liquidity events. No additional Class B shares are available for issuance. | |||||||||||
We record stock-based compensation expense as general and administrative expense over the requisite service period, net of estimates of forfeitures. If actual forfeitures differ from our estimates, additional adjustments to compensation expense will be required in future periods. All of these LTI programs are discussed further below. | |||||||||||
Restricted stock. We grant shares of restricted common stock which carry voting and dividend rights and may not be sold or transferred until they are vested. The fair value of our restricted stock is determined on the date of grant and these shares generally vest in equal amounts over 3 years from the date of the grant. A summary of the changes in our non-vested restricted shares for the year ended December 31, 2014 is presented below: | |||||||||||
Number of Shares | Weighted Average | ||||||||||
Grant Date Fair Value | |||||||||||
per Share | |||||||||||
Non-vested at December 31, 2013 | — | $ | — | ||||||||
Granted | 1,131,154 | 19.8 | |||||||||
Vested | (1,929 | ) | 19.82 | ||||||||
Forfeited | (95,831 | ) | 19.82 | ||||||||
Non-vested at December 31, 2014 | 1,033,394 | $ | 19.8 | ||||||||
During 2014 we recognized approximately $5 million of pre-tax compensation expense and recorded income tax benefits of $2 million on our restricted share awards. The total unrecognized compensation cost related to these arrangements at December 31, 2014 was approximately $14 million, which is expected to be recognized over a weighted average period of 2 years. | |||||||||||
Stock Options. We grant stock options as compensation for future service at an exercise price equal to the closing share price of our stock on the grant date. Stock options granted have contractual terms of 10 years and vest in three tranches over a five-year period (with the first tranche vesting on the third anniversary of the grant date, the second tranche vesting on the fourth anniversary of the grant date and the third tranche vesting on the fifth anniversary thereof), but commence vesting earlier in the event of a complete sell-down by certain of our private equity investors of their shares of our common stock. We do not pay dividends on unexercised options. A summary of our stock option transactions for the year ended December 31, 2014 is presented below. | |||||||||||
Number of Shares | Weighted | Weighted | Aggregate | ||||||||
Underlying | Average | Average | Intrinsic Value | ||||||||
Options | Exercise Price | Remaining | |||||||||
per Share | Contractual | ||||||||||
Term | |||||||||||
(in years) | (in millions) | ||||||||||
Outstanding at December 31, 2013 | — | — | |||||||||
Granted | 253,740 | $ | 19.82 | ||||||||
Forfeited or canceled | (34,388 | ) | 19.82 | ||||||||
Outstanding at December 31, 2014 | 219,352 | $ | 19.82 | 9.25 | — | ||||||
During 2014 we recognized less than $1 million of pre-tax compensation expense related to stock options awards granted. Total compensation cost related to non-vested option awards not yet recognized at December 31, 2014 was approximately $2 million, which is expected to be recognized over a weighted average period of 4 years. There were no options exercised during the year. | |||||||||||
Fair Value Assumptions. The fair value of each stock option granted was estimated on the date of grant using a Black-Scholes option-pricing model based on several assumptions utilizing management’s best estimate at the time of grant. For the years ended December 31, 2014 the weighted average grant date fair value per share of options granted was $9.03. Listed below is the weighted average of each assumption based on grants in 2014: | |||||||||||
Expected Term in Years | 7.0 | ||||||||||
Expected Volatility | 40 | % | |||||||||
Expected Dividends | — | ||||||||||
Risk-Free Interest Rate | 2.3 | % | |||||||||
We estimated expected volatility based on an analysis of historical stock price volatility of a group of similar publicly traded peer companies which share similar characteristics with us over the expected term because our stock has been publicly traded for a very short period of time. We estimate the expected term of our option awards based on the vesting period and average remaining contractual term, referred to as the “simplified method.” We use this method to provide a reasonable basis for estimating our expected term based on insufficient historical data prior to 2014. | |||||||||||
Cash-Based Long Term Incentive. In 2012 and 2013, we provided long term cash-based incentives to certain of our employees linking annual performance-based cash incentive payments to the financial performance of the company as approved by the Compensation Committee of our board of directors, and the employee’s individual performance for the year. These cash-based LTI awards have a three-year vesting schedule (50% vesting at the end of the first year, and 25% vesting at the end of each of the succeeding two years). These performance based cash incentive awards were treated as liability awards. Cash-based LTI awards granted during 2013 and 2012 had a fair value of $22 million and $24 million on each respective grant date that will be amortized primarily on an accelerated basis over a three-year vesting period. For the years ended December 31, 2014 and 2013 and the period from February 14 to December 31, 2012, we recorded approximately $8 million, $16 million and $8 million, respectively, in expense related to these awards. As of December 31, 2014, we had unrecognized compensation expense of $3 million related to these awards which we will recognize in 2015. | |||||||||||
Class A “Matching” Grants. In conjunction with the Acquisition, certain of our employees purchased Class A units. In connection with their purchase of these units, these employees were awarded compensatory awards for accounting purposes including (i) “matching” Class A unit grants with a fair value of $12 million equal to 50% of the Class A units purchased subject to repurchase by the Company in the event of certain termination scenarios and (ii) a “guaranteed cash bonus” with a fair value of $12 million which was treated as a liability award and was paid in March 2013 equivalent to the amount of the “matching” Class A unit grant. In connection with the Corporate Reorganization in August 2013, each “matching” unit was converted into common stock. For the “guaranteed cash bonus”, we recognized the fair value as compensation cost ratably over the period from the date of grant (May 24, 2012) through the cash payout date in March 2013. For the “matching” Class A unit grant, we recognize the fair value as compensation cost ratably over the four year period from the date of grant through the period over which the requisite service is provided and the time period at which certain transferability restrictions are removed. For the years ended December 31, 2014 and 2013 and the period from February 14 to December 31, 2012, we recognized approximately $2 million, $6 million and $11 million, respectively, as compensation expense related to both of these awards. As of December 31, 2014, we had unrecognized compensation expense of $4 million related to the “matching” Class A unit grants, of which we will recognize $3 million in 2015 and the remainder in 2016. | |||||||||||
Management Incentive Units (MIPs). In addition to the Class A “matching” awards described above, certain employees were awarded MIPs at the time of the Acquisition. These MIPs are intended to constitute profits interests. Each award of MIPs represents a share in any future appreciation of the Company after the date of grant, subject to certain limitations, and once certain shareholder returns have been achieved. The MIPs vest ratably over 5 years subject to certain forfeiture provisions based on continued employment with the Company, although 25% of any vested awards are forfeitable in the event of certain termination events. The MIPs become payable based on the achievement of certain predetermined performance measures (e.g. certain liquidity events in which our private equity investors receive a return of at least one times their invested capital plus a stated return). The MIPs were issued at no cost to the employees and have value only to the extent the value of the Company increases. For accounting purposes, these awards were treated as compensatory equity awards. The MIPs were subsequently converted into Class B common shares on a one-for-one basis in August 2013 in connection with the Corporate Reorganization. On May 24, 2012, the grant date fair value of this award was determined using a non-controlling, non-marketable option pricing model which valued these MIPs assuming a 0.77% risk free rate, a 5 year time to expiration, and a 73% volatility rate. Based on these factors, we determined a grant date fair value of $74 million. For the years ended December 31, 2014 and 2013 and the period from February 14 to December 31, 2012, we recognized approximately $6 million, $19 million and $15 million, respectively, as compensation expense related to these awards. As of December 31, 2014, we had unrecognized compensation expense of $9 million. Of this amount, we will recognize $6 million in 2015 and the remainder on an accelerated basis for each tranche of the award, over the remainder of the five year requisite service period. The remaining $16 million of compensation will be recognized upon a specified capital transaction when the right to such amounts become nonforfeitable. | |||||||||||
Other. On September 18, 2013, we issued an additional 70,000 shares of Class B common stock to EPE Employee Holdings II, LLC (EPE Holdings II), a subsidiary. EPE Holdings II was formed to hold such shares and serve as an entity through which current and future employee incentive awards will be granted. Holders of the awards will not hold actual Class B common stock or equity in EPE Holdings II, but rather will have a right to receive proceeds paid to EPE Holdings II in respect of such shares which is conditional upon certain events (e.g. certain liquidity events in which our private equity investors receive a return of at least one times their invested capital plus a stated return) that are not yet probable of occurring. As a result, no compensation expense was recognized upon the issuance of the Class B shares to EPE Holdings II, and none will occur until those events that give rise to a payout on such shares becomes probable of occurring. At that time, the full value of the awards issued to EPE Holdings II will be recognized based on actual amounts paid on the Class B common stock. | |||||||||||
Retirement 401(k) Plan. We sponsor a tax-qualified defined contribution retirement plan for a broad-based group of employees. We make matching contributions (dollar for dollar up to 6% of eligible compensation) and non-elective employer contributions (5% of eligible compensation) to the plan, and individual employees are also eligible to contribute to the defined contribution plan. During 2014 and 2013 and the period from February 14 to December 31, 2012, we had contributed $11 million, $12 million and $7 million, respectively, of matching and non-elective employer contributions. | |||||||||||
Investment_in_Unconsolidated_A
Investment in Unconsolidated Affiliate | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investment in Unconsolidated Affiliate | ||||||||||||
Investment in Unconsolidated Affiliate | 10. Investments in Unconsolidated Affiliate | |||||||||||
As discussed in Note 2, in September 2013, we sold our equity investment in Four Star, for net proceeds of $183 million and recorded an impairment of $20 million based on comparison of net proceeds received to the underlying carrying value of our investment. Our consolidated income statement in 2012 and 2013 reflects (i) our share of net earnings directly attributable to Four Star, (ii) impairments of our investment and (iii) prior to its sale, the amortization of the excess of the carrying value of our investment relative to the underlying equity in the net assets of the entity. | ||||||||||||
Below is summarized financial information of the operating results of Four Star. | ||||||||||||
Successor | Predecessor | |||||||||||
Year Ended | February 14 | January 1 | ||||||||||
December 31, | to | to | ||||||||||
2013 | December 31, 2012 | May 24, 2012 | ||||||||||
(in millions) | ||||||||||||
Operating revenues | $ | 142 | $ | 105 | $ | 75 | ||||||
Operating expenses | 94 | 87 | 58 | |||||||||
Net income | 30 | 11 | 11 | |||||||||
In addition to recording our share of Four Star operating results, we amortized the excess of our investment in Four Star prior to its sale over the underlying equity in its net assets using the unit-of-production method over the life of our estimate of Four Star’s oil and natural gas reserves. Amortization of our investment for the year ended December 31, 2013 and for the period of February 14 to December 31, 2012, was $8 million and $7 million, respectively. Amortization of our investment for the predecessor period from January 1 to May 24, 2012 was $12 million. Our financial results related to our equity investment in Four Star were included as other income (expense) on our consolidated income statements. | ||||||||||||
For the year ended December 31, 2013 and the period from February 14 to December 31, 2012, we received dividends from Four Star of approximately $24 million and $13 million, respectively. Dividends received from Four Star for the predecessor period from January 1 to May 24, 2012 was $8 million. | ||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Related Party Transactions | |||||
Related Party Transactions | 11. Related Party Transactions | ||||
Member Distribution. In 2013, we made $205 million in distributions to our members including a leveraged distribution of approximately $200 million. | |||||
Transaction Fee Agreement. Following the Acquisition, we were subject to a transaction fee agreement with certain of our Sponsors (the Service Providers) for the provision of certain structuring, financial, investment banking and other similar advisory services. At the time of the Acquisition, we paid one-time transaction fees of $71.5 million (recorded as general and administrative expense in our consolidated income statement) to the Service Providers in the aggregate in exchange for services rendered in connection with structuring, arranging the financing and performing other services. On December 20, 2013, the Transaction Fee Agreement was amended and restated in its entirety pursuant to which the requirement to pay an additional transaction fee to the Service Providers under the agreement was eliminated (and, as described below, an additional fee became payable under the amended and restated Management Fee Agreement). The amended and restated Transaction Fee Agreement terminated automatically in accordance with its terms upon the closing of our initial public offering. | |||||
Management Fee Agreement. In January 2014, we paid a quarterly management fee of $6.25 million to our private equity investors (affiliates of Apollo Management LLC (Apollo), Riverstone Holdings LLC, Access Industries and Korea National Oil Corporation, collectively the Sponsors). Additionally, subject to the terms and conditions of the amended and restated Management Fee Agreement, upon the closing of our initial public offering in January 2014, we paid the Sponsors an additional transaction fee equal to approximately $83 million. We recorded both of these fees in general and administrative expense. The amended and restated Management Fee Agreement, including the obligation to pay the quarterly management fee, terminated automatically in accordance with its terms upon the closing of our initial public offering. | |||||
Affiliate Supply Agreement. For the year ended December 31, 2014, we have recorded approximately $112 million in capital expenditures for amounts provided under two supply agreements entered into with an Apollo affiliate to provide certain fracturing materials for our Eagle Ford drilling operations. | |||||
Related Party Transactions Prior to the Acquisition. At the time of the Acquisition, El Paso made total contributions of approximately $1.5 billion to the predecessor including a non-cash contribution of approximately $0.5 billion to satisfy its then current and deferred income tax balances and a cash contribution to facilitate repayment of approximately $960 million of then outstanding debt of the predecessor under its revolving credit facility. Additionally, prior to the completion of the Acquisition, the predecessor entered into transactions during the ordinary course of conducting its business with affiliates of El Paso, primarily related to the sale, transportation and hedging of its oil, natural gas and NGLs production. | |||||
The agreements noted below ceased on the date of Acquisition and included the following services: | |||||
General. El Paso billed the predecessor directly for certain general and administrative costs and allocated a portion of its general and administrative costs. The allocation was based on the estimated level of resources devoted to its operations and the relative size of its earnings before interest and taxes, gross property and payroll. These expenses were primarily related to management, legal, financial, tax, consultative, administrative and other services, including employee benefits, pension benefits, annual incentive bonuses, rent, insurance, and information technology. El Paso also billed the predecessor directly for compensation expense related to certain stock-based compensation awards granted directly to the predecessor’s employees, and allocated to the predecessor a proportionate share of El Paso’s corporate compensation expense. Compensation cost associated with the acceleration of vesting as a result of the merger between El Paso and KMI was assumed by El Paso and KMI and is not reflected in the predecessor financial statements. | |||||
· | Pension and Retirement Benefits. El Paso maintained a primary pension plan, the El Paso Corporation Pension Plan, a defined benefit plan covering substantially all of our employees prior to the Acquisition and providing benefits under a cash balance formula. El Paso also maintained a defined contribution plan covering all of our employees prior to the Acquisition. El Paso matched 75% of participant basic contributions up to 6 percent of eligible compensation and made additional discretionary matching contributions. El Paso was responsible for benefits accrued under these plans and allocated related costs. | ||||
· | Other Post-Retirement Benefits. El Paso provided limited post-retirement life insurance benefits for current and retired employees prior to the Acquisition. El Paso was responsible for benefits accrued under its plan and allocated the related costs to its affiliates. | ||||
· | Marketing. Prior to the completion of the Acquisition, the predecessor sold natural gas primarily to El Paso Marketing at spot market prices. The predecessor was also a party to a hedging contract with El Paso Marketing. Realized gains and losses on these hedges were included in operating revenues. | ||||
· | Transportation and Related Services. Prior to the completion of the Acquisition, the predecessor contracted for services with El Paso’s regulated interstate pipelines that provided transportation and related services for natural gas production. | ||||
The following table shows revenues and charges to/from affiliates for the following predecessor period (in millions): | |||||
January 1 | |||||
to May 24, | |||||
2012 | |||||
Operating revenues | $ | 143 | |||
Operating expenses | 44 | ||||
Reimbursements of operating expenses | — | ||||
· | Income Taxes. Prior to the Acquisition, El Paso filed consolidated U.S. federal and certain state tax returns which included the predecessor’s taxable income. See Note 3 for additional information on income tax related matters. | ||||
· | Cash Management Program. Prior to the Acquisition, our predecessor participated in El Paso’s cash management program which matched short-term cash surpluses and needs of its participating affiliates, thus minimizing total borrowings from outside sources. | ||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Polices) | 12 Months Ended |
Dec. 31, 2014 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation and Consolidation |
EP Energy Corporation was reorganized on August 30, 2013 as a corporate holding company with a 100% equity interest in EPE Acquisition, LLC. Prior to this corporate reorganization, activities were conducted through EPE Acquisition, LLC, a holding company formed on February 14, 2012. EPE Acquisition, LLC had two classes of membership interests: Class A membership units and Class B membership units. The Class A membership units represented the full value of our capital interests, and the Class B membership units represented profits interests (for further information see Note 9). As part of the corporate reorganization, (i) all of the Class A and Class B membership units in EPE Acquisition, LLC were directly or indirectly exchanged for shares of Class A and Class B common stock, respectively of EP Energy Corporation, which have the same interests, rights and obligations of the Class A and B membership units. | |
EPE Acquisition, LLC had no independent operations and through its wholly-owned subsidiaries, owned the units of EP Energy LLC (which owned 100 percent of EP Energy Global LLC). On May 24, 2012, Apollo Global Management LLC (together with its subsidiaries, Apollo) and other private equity investors (collectively, the Sponsors) acquired EP Energy Global LLC and subsidiaries for approximately $7.2 billion in cash (the Acquisition) as contemplated by the merger agreement among El Paso Corporation (El Paso) and Kinder Morgan, Inc. (KMI) which is further described in Note 2. The acquired entities engage in the exploration for and the acquisition, development, and production of oil, natural gas and NGLs in the United States. Hereinafter, for periods prior to the Acquisition in 2012, the acquired entities are referred to as the predecessor for financial accounting and reporting purposes. | |
Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and include the accounts of all consolidated subsidiaries after the elimination of all significant intercompany accounts and transactions. Predecessor periods reflect reclassifications to conform to EP Energy Corporation’s financial statement presentation. | |
We consolidate entities when we have the ability to control the operating and financial decisions of the entity or when we have a significant interest in the entity that gives us the ability to direct the activities that are significant to that entity. The determination of our ability to control, direct or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can exert significant influence over, but do not control or direct the policies, decisions and activities of an entity. | |
Our oil and natural gas properties are managed as a whole in one operating segment rather than through discrete operating segments or business units. We track basic operational data by area and allocate capital resources on a project-by-project basis across our entire asset base without regard to individual areas. We assess financial performance as a single enterprise and not on a geographical area basis. | |
New Accounting Pronouncements Issued But not Yet Adopted | New Accounting Pronouncements Issued But Not Yet Adopted |
The following accounting standards have been issued but not yet been adopted. | |
Revenue Recognition. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards. Retrospective application of this standard is required beginning in the first quarter of 2017. We are currently evaluating the impact, if any, that this update will have on our financial statements. | |
Discontinued Operations. In April 2014, the FASB issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which alters the criteria under which assets to be disposed of are evaluated for reporting as a discontinued operation. While early adoption of this update is permitted, prospective application is required in the first quarter of 2015. Accordingly, the update will not impact our historical presentation of assets as discontinued operations. The revised standard will (i) raise the threshold for divestitures to qualify as discontinued operations and (ii) require new disclosures for both discontinued operations and material divestitures which do not qualify as discontinued operations. | |
Use of Estimates | Use of Estimates |
The preparation of our financial statements requires the use of estimates and assumptions that affect the amounts we report as assets, liabilities, revenues and expenses and our disclosures in these financial statements. Actual results can, and often do, differ from those estimates. | |
Revenue Recognition | Revenue Recognition |
Our revenues are generated primarily through the physical sale of oil, natural gas and NGLs. Revenues from sales of these products are recorded upon delivery and the passage of title using the sales method, net of any royalty interests or other profit interests in the produced product. Revenues related to products delivered, but not yet billed, are estimated each month. These estimates are based on contract data, commodity prices and preliminary throughput and allocation measurements. When actual sales volumes exceed our entitled share of sales volumes, an overproduced imbalance occurs. To the extent the overproduced imbalance exceeds our share of the remaining estimated proved natural gas reserves for a given property, we record a liability. | |
Costs associated with the transportation and delivery of production are included in transportation costs. We also purchase and sell natural gas on a monthly basis to manage our overall natural gas production and sales. These transactions are undertaken to optimize prices we receive for our natural gas, to physically move gas to its intended sales point, or to manage firm transportation agreements. Revenue related to these transactions are recorded in natural gas sales in operating revenues and associated purchases reflected in natural gas purchases in operating expenses on our consolidated income statement. | |
For the years ended December 31, 2014 and 2013 and the successor period in 2012, we had two customers that individually accounted for 10 percent or more of our total revenues. The predecessor period in 2012 had three customers that individually accounted for 10 percent or more of total revenues. The loss of any one customer would not have an adverse effect on our ability to sell our oil, natural gas and NGLs production. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
We consider short-term investments with an original maturity of less than three months to be cash equivalents. As of December 31, 2014 and 2013, we had less than $1 million, of restricted cash in other current assets to cover escrow amounts required for leasehold agreements in our operations. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
We establish provisions for losses on accounts receivable and for natural gas imbalances with other parties if we determine that we will not collect all or part of the outstanding balance. We regularly review collectability and establish or adjust our allowance as necessary using the specific identification method. | |
Oil and Natural Gas Properties | Oil and Natural Gas Properties |
Successful Efforts (Successor). In conjunction with the Acquisition, we began applying the successful efforts method of accounting for oil and natural gas exploration and development activities. | |
Under the successful efforts method, (i) lease acquisition costs and all development costs are capitalized and exploratory drilling costs are capitalized until results are determined, (ii) other non-drilling exploratory costs, including certain geological and geophysical costs such as seismic costs and delay rentals, are expensed as incurred, (iii) certain internal costs directly identified with the acquisition, successful drilling of exploratory wells and development activities are capitalized, and (iv) interest costs related to financing oil and natural gas projects actively being developed are capitalized until the projects are evaluated or substantially complete and ready for their intended use if the projects were evaluated as successful. | |
The provision for depreciation, depletion, and amortization is determined on a basis identified by common geological structure or stratigraphic conditions applied to total capitalized costs plus future abandonment costs net of salvage value, using the unit of production method. Lease acquisition costs are amortized over total proved reserves, and other exploratory drilling and all developmental costs are amortized over total proved developed reserves. | |
We evaluate capitalized costs related to proved properties at least annually or upon a triggering event to determine if impairment of such properties is necessary. Our evaluation of recoverability is made based on common geological structure or stratigraphic conditions and considers estimated future cash flows for all proved developed (producing and non-producing) and proved undeveloped reserves in comparison to the carrying amount of the proved properties. If the carrying amount of a property exceeds the estimated undiscounted future cash flows, the carrying amount is reduced to estimated fair value through a charge to income. Fair value is calculated by discounting the future cash flows based on estimates of future oil and gas production, estimated or published commodity prices as of the date of the estimate, adjusted for geographical location, contractual and quality differentials, estimates of future operating and development costs, and a risk-adjusted discount rate. The discount rate is based on rates utilized by market participants that are commensurate with the risks inherent in the development and production of the underlying crude oil and natural gas. Leasehold acquisitions costs associated with non-producing areas are assessed for impairment by major prospect area based on our estimates or current drilling plans. | |
Full Cost (Predecessor). Prior to the Acquisition, the predecessor used the full cost method to account for their oil and natural gas properties. Under the full cost method, substantially all costs incurred in connection with the acquisition, development and exploration of oil and natural gas reserves were capitalized on a country-by-country basis. These capitalized amounts included the costs of unproved properties that were transferred into the full cost pool when the properties were determined to have proved reserves, internal costs directly related to acquisition, development and exploration activities, asset retirement costs and capitalized interest. Under the full cost method, both dry hole costs and geological and geophysical costs were capitalized into the full cost pool, which was subject to amortization and was periodically assessed for impairment through a ceiling test calculation discussed below. | |
Under full cost accounting, capitalized costs associated with proved reserves were amortized over the life of the proved reserves using the unit of production method. Conversely, capitalized costs associated with unproved properties were excluded from the amortizable base until these properties were evaluated or determined that the costs were impaired. On a quarterly basis, unproved property costs were transferred into the amortizable base when properties were determined to have proved reserves. If costs were determined to be impaired, the amount of any impairment was transferred to the full cost pool if an oil or natural gas reserve base exists, or was expensed if a reserve base has not yet been created. The amortizable base included future development costs; dismantlement, restoration and abandonment costs, net of estimated salvage values; and geological and geophysical costs incurred that could not be associated with specific unevaluated properties or prospects in which we owned a direct interest. | |
Under full cost accounting, capitalized costs in each country, net of related deferred income taxes, were limited to a ceiling based on the present value of future net revenues from proved reserves less estimated future capital expenditures, discounted at 10 percent, plus the cost of unproved oil and natural gas properties not being amortized, less related income tax effects. Prior to the Acquisition, this ceiling test calculation was performed each quarter. The prices used when performing the ceiling test were based on the unweighted arithmetic average of the price on the first day of each month within the 12-month period prior to the end of the reporting period. These prices were required to be held constant over the life of the reserves, even though actual prices of oil and natural gas changed from period to period. If total capitalized costs exceeded the ceiling, a write down of capitalized costs to the ceiling was required. Any required write-down was included as a ceiling test charge in the consolidated income statement and as an increase to accumulated depreciation, depletion and amortization on the consolidated balance sheet. The present value of future net revenues used for these ceiling test calculations excluded the impact of derivatives and the estimated future cash outflows associated with asset retirement liabilities related to proved developed reserves. | |
Property, Plant and Equipment (Other than Oil and Natural Gas Properties) | Property, Plant and Equipment (Other than Oil and Natural Gas Properties) |
Our property, plant and equipment, other than our assets accounted for under the successful efforts method, are recorded at their original cost of construction or, upon acquisition, at the fair value of the assets acquired. We capitalize the major units of property replacements or improvements and expense minor items. We depreciate our non-oil and natural gas property, plant and equipment using the straight-line method over the useful lives of the assets which range from three to 15 years. | |
Accounting for Asset Retirement Obligations | Accounting for Asset Retirement Obligations |
We record a liability for legal obligations associated with the replacement, removal or retirement of our long-lived assets in the period the obligation is incurred and is estimable. Our asset retirement liabilities are initially recorded at their estimated fair value with a corresponding increase to property, plant and equipment. This increase in property, plant and equipment is then depreciated over the useful life of the asset to which that liability relates. An ongoing expense is recognized for changes in the value of the liability as a result of the passage of time, which we record as depreciation, depletion and amortization expense in our consolidated income statement. | |
Accounting for Long-Term Incentive Compensation | Accounting for Long-Term Incentive Compensation |
We measure the cost of long-term incentive compensation based on the grant date fair value of the award. Awards issued under these programs are recognized as either equity awards or liability awards based on their characteristics. Expense is recognized in our consolidated financial statements as general and administrative expense over the requisite service period, net of estimated forfeitures. See Note 9 for further discussion of our long-term incentive compensation. | |
Environmental Costs, Legal and Other Contingencies | Environmental Costs, Legal and Other Contingencies |
Environmental Costs. We record environmental liabilities at their undiscounted amounts on our consolidated balance sheet in other current and long-term liabilities when our environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. Estimates of our environmental liabilities are based on current available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors, and include estimates of associated legal costs. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by the Environmental Protection Agency (EPA) or other organizations. Our estimates are subject to revision in future periods based on actual costs or new circumstances. We capitalize costs that benefit future periods and we recognize a current period charge in general and administrative expense when clean-up efforts do not benefit future periods. | |
We evaluate any amounts paid directly or reimbursed by government sponsored programs and potential recoveries or reimbursements of remediation costs from third parties, including insurance coverage, separately from our liability. Recovery is evaluated based on the creditworthiness or solvency of the third party, among other factors. When recovery is assured, we record and report an asset separately from the associated liability on our consolidated balance sheet. | |
Legal and Other Contingencies. We recognize liabilities for legal and other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other to occur, the low end of the range is accrued. | |
Derivatives | Derivatives |
We enter into derivative contracts on our oil and natural gas products primarily to stabilize cash flows and reduce the risk and financial impact of downward commodity price movements on commodity sales. We also use derivatives to reduce the risk of variable interest rates. Derivative instruments are reflected on our balance sheet at their fair value as assets and liabilities. We classify our derivatives as either current or non-current assets or liabilities based on their anticipated settlement date. We net derivative assets and liabilities with counterparties where we have a legal right of offset. | |
All of our derivatives are marked-to-market each period and changes in the fair value of our commodity based derivatives, as well as any realized amounts, are reflected as operating revenues. Changes in the fair value of our interest rate derivatives are reflected as interest expense. We classify cash flows related to derivative contracts based on the nature and purpose of the derivative. As the derivative cash flows are considered an integral part of our oil and natural gas operations, they are classified as cash flows from operating activities. In our consolidated balance sheet, receivables and payables resulting from the settlement of our derivative instruments are reported as trade receivables and payables. See Note 5 for a further discussion of our derivatives. | |
Income Tax | Income Taxes |
We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. Deferred taxes represent the tax impacts of differences between the financial statement and tax bases of assets and liabilities and carryovers at each year end. We account for tax credits under the flow-through method, which reduces the provision for income taxes in the year the tax credits first become available. | |
The realization of our deferred tax assets depends on recognition of sufficient future taxable income during periods in which those temporary differences are deductible. We reduce deferred tax assets by a valuation allowance when, based on our estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The estimates utilized in recognition of deferred tax assets are subject to revision, either up or down, in future periods based on new facts or circumstances. In evaluating our valuation allowances, we consider the reversal of existing temporary differences, the existence of taxable income in eligible carryback years, various tax-planning strategies and future taxable income, the latter two of which involve the exercise of significant judgment. Changes to our valuation allowances could materially impact our results of operations. | |
Prior to the Acquisition, the predecessor’s taxable income or loss was included in El Paso’s U.S. federal and certain state returns and we recorded income taxes on a separate return basis in our financial statements as if we had filed separate income tax returns under our then existing structure for the periods presented in accordance with a tax sharing agreement between us and El Paso. Under that agreement El Paso paid all consolidated U.S. federal and state income tax directly to the appropriate taxing jurisdictions and, under a separate tax billing agreement, El Paso billed or was refunded for their portion of these income taxes. In certain states, the predecessor filed and paid taxes directly to the state taxing authorities. | |
Acquisitions_and_Divestitures_
Acquisitions and Divestitures (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Business Acquisition, Pro Forma Information | |||||||||||||||
Year ended | |||||||||||||||
December 31, | |||||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Operating Revenues | $ | 1,659 | |||||||||||||
Net Income | 143 | ||||||||||||||
Summary of operating results and financial position data of discontinued operations | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 | ||||||||||||
December 31, | December 31, | to | to | ||||||||||||
2014 | 2013 | December 31, | May 24, | ||||||||||||
2012 | 2012 | ||||||||||||||
(in millions) | |||||||||||||||
Operating revenues | $ | 82 | $ | 361 | $ | 309 | $ | 46 | |||||||
Operating expenses | |||||||||||||||
Natural gas purchases | — | 19 | 23 | — | |||||||||||
Transportation costs | 5 | 25 | 25 | — | |||||||||||
Lease operating expense | 31 | 92 | 74 | 16 | |||||||||||
Depreciation, depletion and amortization | 8 | 81 | 80 | 12 | |||||||||||
Impairment and ceiling test charges(1) | 18 | 44 | — | — | |||||||||||
Other expense | 17 | 53 | 58 | 20 | |||||||||||
Total operating expenses | 79 | 314 | 260 | 48 | |||||||||||
Gain on sale of assets | 2 | 468 | — | — | |||||||||||
Other income (expense) | 4 | (2 | ) | 3 | (5 | ) | |||||||||
Income (loss) from discontinued operations before income taxes | 9 | 513 | 52 | (7 | ) | ||||||||||
Income tax expense | 5 | 7 | 2 | 2 | |||||||||||
Income (loss) from discontinued operations | $ | 4 | $ | 506 | $ | 50 | $ | (9 | ) | ||||||
-1 | During the year ended December 31, 2014, we recorded $18 million in impairment charges to impair earnings subsequent to entering into a Quota Purchase Agreement to sell our Brazil operations. During the year ended December 31, 2013, we recorded $44 million in impairment charges ($34 million to impair earnings subsequent to entering into the Quota Purchase Agreement and $10 million based on a comparison of the fair value of our Brazil operations to its underlying carrying value). | ||||||||||||||
December 31, | |||||||||||||||
2013 | |||||||||||||||
(in millions) | |||||||||||||||
Assets of discontinued operations | |||||||||||||||
Current assets | $ | 37 | |||||||||||||
Property, plant and equipment, net | 246 | ||||||||||||||
Other non-current assets | 10 | ||||||||||||||
Total assets of discontinued operations | $ | 293 | |||||||||||||
Liabilities of discontinued operations | |||||||||||||||
Accounts payable | $ | 50 | |||||||||||||
Other current liabilities | 10 | ||||||||||||||
Asset retirement obligations | 60 | ||||||||||||||
Other non-current liabilities | 5 | ||||||||||||||
Total liabilities of discontinued operations | $ | 125 | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Income Taxes | |||||||||||||||
Schedule of pretax income (loss) from continuing operations and the components of income tax expense (benefit) from continuing operations | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 to | ||||||||||||
December 31, | December 31, | to | May 24, | ||||||||||||
2014 | 2013 | December 31, | 2012 | ||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Pretax Income (Loss) | |||||||||||||||
U.S. | $ | 1,159 | $ | 8 | $ | (306 | ) | $ | 384 | ||||||
Foreign | — | — | — | (63 | ) | ||||||||||
$ | 1,159 | $ | 8 | $ | (306 | ) | $ | 321 | |||||||
Components of Income Tax Expense (Benefit) | |||||||||||||||
Current | |||||||||||||||
Federal | $ | — | $ | (2 | ) | $ | — | $ | (62 | ) | |||||
State | — | — | — | (3 | ) | ||||||||||
— | (2 | ) | — | (65 | ) | ||||||||||
Deferred | |||||||||||||||
Federal | 415 | 59 | — | 188 | |||||||||||
State | 17 | 7 | — | 11 | |||||||||||
432 | 66 | — | 199 | ||||||||||||
Total income tax expense | $ | 432 | $ | 64 | $ | — | $ | 134 | |||||||
Schedule of pretax income (loss), components of income tax expense (benefit) and effective tax rates | |||||||||||||||
Successor | Predecessor | ||||||||||||||
Year ended | Year ended | February 14 | January 1 to | ||||||||||||
December 31, | December 31, | to | May 24, | ||||||||||||
2014 | 2013 | December 31, | 2012 | ||||||||||||
2012 | |||||||||||||||
(in millions) | |||||||||||||||
Income taxes at the statutory federal rate of 35% | $ | 406 | $ | 3 | $ | (107 | ) | $ | 112 | ||||||
Increase (decrease) | |||||||||||||||
State income taxes, net of federal income tax effect | 12 | 4 | — | 5 | |||||||||||
Partnership earnings not subject to tax | — | 57 | 107 | — | |||||||||||
Earnings from unconsolidated affiliates where we received or will receive dividends | — | — | — | (2 | ) | ||||||||||
Foreign income taxed at different rates | — | — | — | 22 | |||||||||||
Non-deductible reorganization costs | 10 | — | — | — | |||||||||||
Other | 4 | — | — | (3 | ) | ||||||||||
Income tax expense | $ | 432 | $ | 64 | $ | — | $ | 134 | |||||||
Schedule of deferred tax assets and liabilities | |||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
(in millions) | |||||||||||||||
Deferred tax assets | |||||||||||||||
Net operating loss and tax credit carryovers | $ | 542 | $ | 252 | |||||||||||
Employee benefits | 1 | 2 | |||||||||||||
Investment in partnership | — | 11 | |||||||||||||
Financial derivatives | — | 3 | |||||||||||||
Legal and other reserves | 5 | 2 | |||||||||||||
Asset retirement obligations | 15 | 19 | |||||||||||||
Transaction costs | 21 | 21 | |||||||||||||
Total deferred tax assets | 584 | 310 | |||||||||||||
Valuation allowance | (1 | ) | — | ||||||||||||
Net deferred tax assets | 583 | 310 | |||||||||||||
Deferred tax liabilities | |||||||||||||||
Property, plant and equipment | 794 | 453 | |||||||||||||
Financial derivatives | 367 | — | |||||||||||||
Total deferred tax liabilities | 1,161 | 453 | |||||||||||||
Net deferred tax liabilities | $ | 578 | $ | 143 | |||||||||||
Schedule of net operating loss and tax credit carryovers | The table below presents the details of our federal and state net operating loss carryover periods as of December 31, 2014 (in millions): | ||||||||||||||
Expiration Period | |||||||||||||||
2031 - 2033 | |||||||||||||||
U.S. federal net operating loss | $ | 1,466 | |||||||||||||
2016 - 2028 | |||||||||||||||
State net operating loss | $ | 226 | |||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||||||||
Schedule of carrying amounts and estimated fair values of the financial instruments | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||
Long-term debt | $ | 4,598 | $ | 4,582 | $ | 4,421 | $ | 4,841 | |||||||||||||||||||
Derivative instruments | $ | 1,048 | $ | 1,048 | $ | 109 | $ | 109 | |||||||||||||||||||
Schedule of volumes associated with derivative financial instruments | |||||||||||||||||||||||||||
2016 | 2017 | ||||||||||||||||||||||||||
Volumes | Volumes | ||||||||||||||||||||||||||
Oil (MBbls) | |||||||||||||||||||||||||||
Fixed Price Swaps | |||||||||||||||||||||||||||
WTI(1) | 3,294 | 4,015 | |||||||||||||||||||||||||
Basis Swaps | |||||||||||||||||||||||||||
LLS vs. WTI(2) | 1,830 | — | |||||||||||||||||||||||||
-1 | In February 2015, we unwound 3,294 MBbls of 2016 LLS three way collars in exchange for 3,294 MBbls of 2016 WTI fixed price swaps. No cash or other consideration was included as part of this exchange. | ||||||||||||||||||||||||||
-2 | In February 2015, we unwound 1,830 MBbls of 2016 LLS vs. Brent basis swaps in exchange for 1,830 MBbls of 2016 LLS vs. WTI basis swaps. No cash or other consideration was included as part of this exchange. | ||||||||||||||||||||||||||
Schedule of fair value associated with derivative financial instruments | |||||||||||||||||||||||||||
Level 2 | |||||||||||||||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||||
Gross(1) | Balance Sheet Location | Gross(1) | Balance Sheet Location | ||||||||||||||||||||||||
Fair | Impact of | Current | Non- | Fair | Impact of | Current | Non- | ||||||||||||||||||||
Value | Netting | current | Value | Netting | current | ||||||||||||||||||||||
(in millions) | (in millions) | ||||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||||
Derivative instruments | $ | 1,093 | $ | (44 | ) | $ | 752 | $ | 297 | $ | (45 | ) | $ | 44 | $ | (1 | ) | $ | — | ||||||||
December 31, 2013 | |||||||||||||||||||||||||||
Derivative instruments | $ | 164 | $ | (20 | ) | $ | 47 | $ | 97 | $ | (55 | ) | $ | 20 | $ | (35 | ) | $ | — | ||||||||
-1 | Gross derivative assets are comprised primarily of $1,088 million of oil and natural gas derivatives as of December 31, 2014, $157 million of oil and natural gas derivatives as of December 31, 2013, and $5 million and $7 million of interest rate derivatives as of December 31, 2014 and December 31, 2013, respectively. Gross derivative liabilities are comprised primarily of $43 million of oil and natural gas derivatives as of December 31, 2014, $52 million of oil and natural gas derivatives as of December 31, 2013 and $2 million and $3 million of interest rate derivatives as of December 31, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||||||||
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position | The following table presents gains and losses on financial oil and natural gas derivative instruments presented in operating revenues and dedesignated cash flow hedges of the predecessor included in accumulated other comprehensive income (in millions): | ||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
Year ended | Year ended | February 14 | January 1 | ||||||||||||||||||||||||
December 31, | December 31, | to | to | ||||||||||||||||||||||||
December 31, | May 24, | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2012 | ||||||||||||||||||||||||
Gains (losses) on financial derivative instruments | $ | 985 | $ | (52 | ) | $ | (62 | ) | $ | 365 | |||||||||||||||||
Accumulated other comprehensive income | — | — | — | 5 | |||||||||||||||||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment | ||||||||
Schedule of changes in net asset retirement liability | ||||||||
2014 | 2013 | |||||||
(in millions) | ||||||||
Net asset retirement liability at January 1 | $ | 30 | $ | 24 | ||||
Liabilities incurred | 10 | 6 | ||||||
Liabilities settled | (2 | ) | (2 | ) | ||||
Accretion expense | 3 | 2 | ||||||
Changes in estimate | 2 | 1 | ||||||
Property sales | — | (1 | ) | |||||
Other | (1 | ) | — | |||||
Net asset retirement liability at December 31 | $ | 42 | $ | 30 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Long-Term Debt | ||||||||||
Schedule of debt obligations | ||||||||||
Interest Rate | December 31, 2014 | December 31, 2013 | ||||||||
(in millions) | ||||||||||
EP Energy LLC | ||||||||||
$2.75 billion RBL credit facility - due May 24, 2017 | Variable | $ | 852 | $ | 295 | |||||
$750 million senior secured term loan - due May 24, 2018(1)(3) | Variable | 496 | 495 | |||||||
$400 million senior secured term loan - due April 30, 2019(2)(3) | Variable | 150 | 149 | |||||||
$750 million senior secured notes - due May 1, 2019(3) | 6.875 | % | 750 | 750 | ||||||
$2.0 billion senior unsecured notes - due May 1, 2020 | 9.375 | % | 2,000 | 2,000 | ||||||
$350 million senior unsecured notes - due September 1, 2022 | 7.75 | % | 350 | 350 | ||||||
EPE Holdings LLC | ||||||||||
$350 million senior PIK toggle note - due December 15, 2017(4) | 8.125%/8.875 | % | — | 382 | ||||||
Total | $ | 4,598 | $ | 4,421 | ||||||
-1 | The term loan was issued at 99% of par and carries interest at a specified margin over the LIBOR of 2.75 %, with a minimum LIBOR floor of 0.75%. As of December 31, 2014 and 2013, the effective interest rate of the term loan was 3.50%. | |||||||||
-2 | The term loan carries interest at a specified margin over the LIBOR of 3.50%, with a minimum LIBOR floor of 1.00%. As of December 31, 2014 and 2013, the effective interest rate for the term loan was 4.50%. | |||||||||
-3 | The term loans and secured notes are secured by a second priority lien on all of the collateral securing the RBL credit facility, and effectively rank junior to any existing and future first lien secured indebtedness of the Company. | |||||||||
-4 | In 2014, we repaid our senior PIK toggle note with proceeds from our initial public offering. | |||||||||
Schedule of description of credit facility | Listed below is a further description of our credit facility as of December 31, 2014: | |||||||||
Credit Facility | Maturity | Interest | Commitment fees | |||||||
Date | Rate | |||||||||
$2.75 billion RBL | May 24, 2017 | LIBOR + 1.75%(1) | 0.375% commitment fee on unused capacity | |||||||
1.75% for LCs | ||||||||||
-1 | Based on our December 31, 2014 borrowing level. Amounts outstanding under the $2.75 billion RBL facility bear interest at specified margins over the LIBOR of between 1.50% and 2.50% for Eurodollar loans or at specified margins over the Alternative Base Rate (ABR) of between 0.50% and 1.50% for ABR loans. Such margins will fluctuate based on the utilization of the facility. | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | |||||
Year Ending December 31, | Operating Leases | ||||
(in millions) | |||||
2015 | $ | 11 | |||
2016 | 12 | ||||
2017 | 7 | ||||
Total | $ | 30 | |||
LongTerm_Incentive_Compensatio1
Long-Term Incentive Compensation / Retirement 401(k) Plan (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | |||||||||||
Schedule of the changes in non-vested restricted shares | |||||||||||
Number of Shares | Weighted Average | ||||||||||
Grant Date Fair Value | |||||||||||
per Share | |||||||||||
Non-vested at December 31, 2013 | — | $ | — | ||||||||
Granted | 1,131,154 | 19.8 | |||||||||
Vested | (1,929 | ) | 19.82 | ||||||||
Forfeited | (95,831 | ) | 19.82 | ||||||||
Non-vested at December 31, 2014 | 1,033,394 | $ | 19.8 | ||||||||
Schedule of stock option | |||||||||||
Number of Shares | Weighted | Weighted | Aggregate | ||||||||
Underlying | Average | Average | Intrinsic Value | ||||||||
Options | Exercise Price | Remaining | |||||||||
per Share | Contractual | ||||||||||
Term | |||||||||||
(in years) | (in millions) | ||||||||||
Outstanding at December 31, 2013 | — | — | |||||||||
Granted | 253,740 | $ | 19.82 | ||||||||
Forfeited or canceled | (34,388 | ) | 19.82 | ||||||||
Outstanding at December 31, 2014 | 219,352 | $ | 19.82 | 9.25 | — | ||||||
Schedule weighted average of each assumption | Listed below is the weighted average of each assumption based on grants in 2014: | ||||||||||
Expected Term in Years | 7.0 | ||||||||||
Expected Volatility | 40 | % | |||||||||
Expected Dividends | — | ||||||||||
Risk-Free Interest Rate | 2.3 | % | |||||||||
Investment_in_Unconsolidated_A1
Investment in Unconsolidated Affiliate (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investment in Unconsolidated Affiliate | ||||||||||||
Schedule of operating results of Four Star | ||||||||||||
Successor | Predecessor | |||||||||||
Year Ended | February 14 | January 1 | ||||||||||
December 31, | to | to | ||||||||||
2013 | December 31, 2012 | May 24, 2012 | ||||||||||
(in millions) | ||||||||||||
Operating revenues | $ | 142 | $ | 105 | $ | 75 | ||||||
Operating expenses | 94 | 87 | 58 | |||||||||
Net income | 30 | 11 | 11 | |||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Related Party Transactions | |||||
Schedule of revenues and charges to/from affiliates | The following table shows revenues and charges to/from affiliates for the following predecessor period (in millions): | ||||
January 1 | |||||
to May 24, | |||||
2012 | |||||
Operating revenues | $ | 143 | |||
Operating expenses | 44 | ||||
Reimbursements of operating expenses | — | ||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended |
In Billions, unless otherwise specified | Dec. 31, 2014 | Feb. 14, 2012 | Aug. 31, 2013 | 24-May-12 |
segment | item | |||
Acquisitions | ||||
Number of operating segments | 1 | |||
EPE Acquisition LLC | ||||
Acquisitions | ||||
Ownership interest held in EPE Acquisition LLC | 100.00% | |||
Number of classes of membership interests | 2 | |||
EP Energy Global LLC | ||||
Acquisitions | ||||
Ownership interest held by subsidiary | 100.00% | |||
Cash paid for acquisition of EP Energy Global LLC | $7.20 |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Details 2) (Customer concentration risk) | 12 Months Ended | 5 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 24-May-12 | |
item | item | item | item | |
Total revenues | ||||
Revenue Recognition | ||||
Number of major customers | 2 | 2 | 2 | |
Member's Equity Predecessor | ||||
Revenue Recognition | ||||
Number of major customers | 3 | |||
Member's Equity Predecessor | Total revenues | ||||
Revenue Recognition | ||||
Number of major customers | 1 |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Details 3) (Maximum, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Maximum | ||
Cash and Cash Equivalents | ||
Restricted cash | $1 | $1 |
Basis_of_Presentation_and_Sign5
Basis of Presentation and Significant Accounting Policies (Details 4) (Member's Equity Predecessor) | 12 Months Ended |
Dec. 31, 2014 | |
Member's Equity Predecessor | |
Full Cost | |
Discount rate for estimated present value of future net revenues from proved reserves less estimated future capital expenditures (as a percent) | 10.00% |
Period for calculation of unweighted arithmetic average of the price | 12 months |
Basis_of_Presentation_and_Sign6
Basis of Presentation and Significant Accounting Policies (Details 5) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum | |
Property, plant and equipment (other than oil and natural gas properties) | |
Estimated useful lives of the assets | 3 years |
Maximum | |
Property, plant and equipment (other than oil and natural gas properties) | |
Estimated useful lives of the assets | 15 years |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures (Details) (USD $) | 0 Months Ended | 11 Months Ended | 12 Months Ended | 5 Months Ended | 11 Months Ended | ||
Apr. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 24-May-12 | Dec. 31, 2012 | |
Other Acquisitions and Divestitures | |||||||
Cash paid for acquisitions, net of cash acquired | $7,126,000,000 | $165,000,000 | $2,000,000 | ||||
Goodwill recorded | 0 | ||||||
Bargain purchase recorded | 0 | ||||||
Contributed member equity | 3,323,000,000 | ||||||
Unaudited pro forma information | |||||||
Operating Revenues | 1,659,000,000 | ||||||
Net Income | 143,000,000 | ||||||
EP Energy Global LLC | |||||||
Other Acquisitions and Divestitures | |||||||
Contributed member equity | 3,300,000,000 | ||||||
Proceeds from issuance of debt used to fund acquisition | 4,250,000,000 | ||||||
Unaudited pro forma information | |||||||
Payment of transaction, advisory and other fees | 330,000,000 | ||||||
Transaction costs reflected in general and administrative expense | 173,000,000 | ||||||
Transition and restructuring costs | 48,000,000 | ||||||
Severance Costs | 17,000,000 | ||||||
EP Energy Global LLC | Oil and natural gas properties located in the Gulf of Mexico and interest in Egypt | |||||||
Unaudited pro forma information | |||||||
Severance Costs | 4,000,000 | ||||||
EP Energy Global LLC | Debt issue costs | |||||||
Unaudited pro forma information | |||||||
Payment of transaction, advisory and other fees | 142,000,000 | ||||||
EP Energy Global LLC | Prepaid costs in other assets | |||||||
Unaudited pro forma information | |||||||
Payment of transaction, advisory and other fees | 15,000,000 | ||||||
Producing properties and undeveloped acreage in the Southern Midland Basin adjacent to the entity's existing Wolfcamp Shale position | |||||||
Other Acquisitions and Divestitures | |||||||
Area (in acres) | 37,000 | ||||||
Aggregate cash purchase price | 152,000,000 | ||||||
Expansion of current Wolfcamp acreage (as a percent) | 25.00% | ||||||
Member's Equity Predecessor | |||||||
Other Acquisitions and Divestitures | |||||||
Cash paid for acquisitions, net of cash acquired | 1,000,000 | ||||||
Member's Equity Predecessor | EP Energy Global LLC | |||||||
Other Acquisitions and Divestitures | |||||||
Acquisition price | 7,200,000,000 | ||||||
Repayment of revolving line of credit | $960,000,000 |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures (Details 2) (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 24-May-12 |
Divestitures | |||||
Proceeds from sale of certain non-core acreage eagle ford properties | $28 | ||||
Proceeds from the sale of assets and investments, net of cash transferred | 110 | 154 | 1,451 | ||
Operating expenses | |||||
(Loss) income from discontinued operations, net of tax | 50 | 4 | 506 | ||
Assets of discontinued operations | |||||
Current assets | 293 | ||||
Oil and natural gas properties located in the Gulf of Mexico | |||||
Divestitures | |||||
Proceeds from sale of oil and gas properties net of purchase price adjustments | 79 | ||||
Unevaluated property interests in Egypt | |||||
Divestitures | |||||
Proceeds from the sale of assets and investments, net of cash transferred | 22 | ||||
CBM properties, natural gas properties in South Texas, Arklatex and South Louisiana Wilcox along with Brazil operations natural gas properties | |||||
Summary of operating results and financial position data of discontinued operations | |||||
Operating revenues | 309 | 82 | 361 | ||
Other income | |||||
Natural gas purchases | 23 | 19 | |||
Transportation costs | 25 | 5 | 25 | ||
Lease operating expense | 74 | 31 | 92 | ||
Depreciation, depletion and amortization | 80 | 8 | 81 | ||
Impairment and ceiling test charges | 18 | 44 | |||
Other expense | 58 | 17 | 53 | ||
Total operating expenses | 260 | 79 | 314 | ||
Operating expenses | |||||
Gain or loss on sale of assets | 2 | 468 | |||
Other (expense) income | 3 | 4 | -2 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax, Total | 52 | 9 | 513 | ||
Income tax (benefit) expense | 2 | 5 | 7 | ||
(Loss) income from discontinued operations, net of tax | 50 | 4 | 506 | ||
Assets of discontinued operations | |||||
Current assets | 37 | ||||
Property, plant and equipment, net | 246 | ||||
Other non-current assets | 10 | ||||
Total assets of discontinued operations | 293 | ||||
Liabilities of discontinued operations | |||||
Accounts payable | 50 | ||||
Other current liabilities | 10 | ||||
Asset retirement obligations | 60 | ||||
Other non-current liabilities | 5 | ||||
Total liabilities of discontinued operations | 125 | ||||
Domestic oil and natural gas properties | |||||
Divestitures | |||||
Proceeds from the sale of assets and investments, net of cash transferred | 10 | ||||
Brazil operations | |||||
Other income | |||||
Impairment charges | 34 | ||||
Impairment charges based on the comparison of fair value | 10 | ||||
Four Star | |||||
Divestitures | |||||
Net proceeds from sale of equity investment | 183 | ||||
Equity interest | 49.00% | ||||
Other income | |||||
Impairment charges | 20 | ||||
Member's Equity Predecessor | |||||
Divestitures | |||||
Proceeds from the sale of assets and investments, net of cash transferred | 9 | ||||
Operating expenses | |||||
(Loss) income from discontinued operations, net of tax | -9 | ||||
Member's Equity Predecessor | Brazil operations | |||||
Summary of operating results and financial position data of discontinued operations | |||||
Operating revenues | 46 | ||||
Other income | |||||
Lease operating expense | 16 | ||||
Depreciation, depletion and amortization | 12 | ||||
Other expense | 20 | ||||
Total operating expenses | 48 | ||||
Operating expenses | |||||
Other (expense) income | -5 | ||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax, Total | -7 | ||||
Income tax (benefit) expense | 2 | ||||
(Loss) income from discontinued operations, net of tax | ($9) |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 4 Months Ended | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
Pretax Income (Loss) | |||||
U.S. | ($306) | $1,159 | $8 | ||
Income (Loss) from Continuing Operations before Income Taxes | -306 | 1,159 | 8 | ||
Current | |||||
Federal | -2 | ||||
Current | -2 | ||||
Deferred | |||||
Federal | 415 | 59 | |||
State | 17 | 7 | |||
Deferred | 1 | 435 | 67 | ||
Income tax expense (benefit) | 432 | 64 | |||
Effective tax rate reconciliation | |||||
(Loss) income from continuing operations | -306 | 727 | -56 | ||
Increase (decrease) | |||||
Income taxes at the statutory federal rate of 35% | -107 | 406 | 3 | ||
Income Taxes Recorded Upon C Corp Conversion | 78 | ||||
State income taxes, net of federal income tax effect | 12 | 4 | |||
Partnership earnings not subject to tax | 107 | 57 | |||
Non-deductible reorganization costs | 10 | ||||
Other | 4 | ||||
Income Taxes Recorded Upon C Corp Conversion | 78 | ||||
Total income tax expense | 432 | 64 | |||
Effective tax rates (as a percent) | 37.30% | ||||
Pro forma | |||||
Effective tax rate reconciliation | |||||
(Loss) income from continuing operations | 5 | ||||
Statutory federal income tax rate (as a percent) | 35.00% | ||||
Member's Equity Predecessor | |||||
Pretax Income (Loss) | |||||
U.S. | 384 | ||||
Foreign | -63 | ||||
Income (Loss) from Continuing Operations before Income Taxes | 321 | ||||
Current | |||||
Federal | -62 | ||||
State | -3 | ||||
Current | -65 | ||||
Deferred | |||||
Federal | 188 | ||||
State | 11 | ||||
Deferred | 199 | ||||
Income tax expense (benefit) | 134 | ||||
Effective tax rate reconciliation | |||||
(Loss) income from continuing operations | 187 | ||||
Statutory federal income tax rate (as a percent) | 35.00% | ||||
Increase (decrease) | |||||
Income taxes at the statutory federal rate of 35% | 112 | ||||
State income taxes, net of federal income tax effect | 5 | ||||
Earnings from unconsolidated affiliates where we received or will receive dividends | -2 | ||||
Foreign income (loss) taxed at different rates | 22 | ||||
Other | -3 | ||||
Total income tax expense | $134 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Deferred tax assets | ||
Net operating loss and tax credit carryovers | $542 | $252 |
Employee benefits | 1 | 2 |
Investment in partnership | 11 | |
Financial derivatives | 3 | |
Legal and other reserves | 5 | 2 |
Asset retirement obligations | 15 | 19 |
Transaction costs | 21 | 21 |
Total deferred tax assets | 584 | 310 |
Valuation allowance | -1 | |
Net deferred tax assets | 583 | 310 |
Deferred tax liabilities | ||
Property, plant and equipment | 794 | 453 |
Financial derivatives | 367 | |
Total deferred tax liabilities | 1,161 | 453 |
Net deferred tax liabilities | 578 | 143 |
Uncertain tax benefits | $0 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Income Taxes | |
Valuation allowance | $1 |
Operating loss carryforwards expiration period | 5 years |
U.S. federal alternative minimum tax credits | 10 |
Capital loss carryovers | 23 |
Utilization federal carryover | 320 |
Maximum | |
Income Taxes | |
Net operating loss carryforwards | 1 |
Valuation allowance | 1 |
2031-2033 | U.S. federal | |
Income Taxes | |
Net operating loss carryforwards | 1,466 |
2016-2028 | State | |
Income Taxes | |
Net operating loss carryforwards | $226 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Share data in Millions, except Per Share data, unless otherwise specified | Jan. 02, 2014 | Dec. 31, 2014 | Jan. 23, 2014 | Dec. 31, 2013 |
Earnings Per Share | ||||
Stock split ratio | 62.553 | |||
Earnings per share | ||||
Dilutive securities for purposes of calculating diluted earnings per share | $0 | |||
Class A Stock | ||||
Earnings per share | ||||
Number of shares issued | 35 | 35.2 | ||
Par value per share (in dollars per share) | $0.01 | $0.01 | $0.01 |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Carrying Amount | ||
Carrying amounts and estimated fair values of financial instruments | ||
Long-term debt | $4,598 | $4,421 |
Derivative instruments | 1,048 | 109 |
Fair Value | ||
Carrying amounts and estimated fair values of financial instruments | ||
Long-term debt | 4,582 | 4,841 |
Derivative instruments | $1,048 | $109 |
Financial_Instruments_Details_
Financial Instruments (Details 2) (USD $) | 11 Months Ended | 12 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 16, 2015 |
MBbls | ||||
Financial Instruments | ||||
Number of contracts that are designated as accounting hedges | 0 | |||
Derivatives not designated as accounting hedges | Interest rate derivative instruments | ||||
Financial Instruments | ||||
Monetary notional amount | $600 | |||
Net asset related to interest rate derivatives | 3 | 4 | ||
Interest expense related to the change in fair market value and cash settlements of interest rate derivative instruments | 3 | 5 | ||
Interest income related to the change in fair market value and cash settlements of interest rate derivative instruments | 3 | |||
Derivatives not designated as accounting hedges | Oil derivatives | ||||
Financial Instruments | ||||
Nonmonetary Notional amount | 37 | 47 | ||
Derivatives not designated as accounting hedges | Natural gas derivatives | ||||
Financial Instruments | ||||
Nonmonetary Notional amount | 69 | 135 | ||
Derivatives not designated as accounting hedges | WTI | Fixed price hedges | 2016 Volumes | Subsequent event | ||||
Financial Instruments | ||||
Nonmonetary Notional Amount | 3,294 | |||
Cash or other considerations on exchange of derivative instruments | 0 | |||
Derivatives not designated as accounting hedges | WTI | Fixed price hedges | 2017 Volumes | Subsequent event | ||||
Financial Instruments | ||||
Nonmonetary Notional Amount | 4,015 | |||
Derivatives not designated as accounting hedges | LLS vs WTI | Basis Swaps | 2016 Volumes | Subsequent event | ||||
Financial Instruments | ||||
Nonmonetary Notional Amount | 1,830 | |||
Cash or other considerations on exchange of derivative instruments | $0 | |||
Derivatives not designated as accounting hedges | LLS derivative | Three way oil collar hedges | 2016 Volumes | Subsequent event | ||||
Financial Instruments | ||||
Nonmonetary Notional Amount | 3,294 | |||
Derivatives not designated as accounting hedges | LLS vs Brent | Basis Swaps | 2016 Volumes | Subsequent event | ||||
Financial Instruments | ||||
Nonmonetary Notional Amount | 1,830 |
Financial_Instruments_Details_1
Financial Instruments (Details 3) (Level 2, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Derivative Assets | ||
Gross Fair Value | $1,093 | $164 |
Impact of Netting | -44 | -20 |
Derivative Liabilities | ||
Gross Fair Value | -45 | -55 |
Impact of Netting | 44 | 20 |
Current | ||
Derivative Assets | ||
Derivatives instruments | 752 | 47 |
Derivative Liabilities | ||
Derivatives instruments | -1 | -35 |
Non-current | ||
Derivative Assets | ||
Derivatives instruments | 297 | 97 |
Oil, natural gas and NGLs derivative | ||
Derivative Assets | ||
Gross Fair Value | 1,088 | 157 |
Derivative Liabilities | ||
Gross Fair Value | -43 | -52 |
Interest rate derivative instruments | ||
Derivative Assets | ||
Gross Fair Value | 5 | 7 |
Derivative Liabilities | ||
Gross Fair Value | ($2) | ($3) |
Financial_Instruments_Details_2
Financial Instruments (Details 4) (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
Gains and losses on financial derivative instruments and dedesignated cash flow hedges included in accumulated other comprehensive income | ||||
Gains (Losses) on financial derivative instruments | ($62) | $985 | ($52) | |
Member's Equity Predecessor | ||||
Gains and losses on financial derivative instruments and dedesignated cash flow hedges included in accumulated other comprehensive income | ||||
Gains (Losses) on financial derivative instruments | 365 | |||
Accumulated other comprehensive income | $5 |
Financial_Instruments_Details_3
Financial Instruments (Details 5) (USD $) | Dec. 31, 2014 |
In Billions, unless otherwise specified | item |
Credit Risk | |
Number of counterparties | 12 |
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | |
Debt and Available Credit Facility | |
Borrowing capacity | 2.75 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 | |
Unproved Oil and Natural Gas Properties | ||||
Property, plant, and equipment associated with unproven oil and natural gas properties | $8,700,000,000 | $7,400,000,000 | ||
Cost of unproved oil and natural gas properties | 700,000,000 | 1,400,000,000 | ||
Transfer from unproved properties to proved properties | 700,000,000 | |||
Amortization of unproved leasehold costs | 23,000,000 | 18,000,000 | 36,000,000 | |
Asset Retirement Obligations | ||||
Projected inflation rate (as a percent) | 2.50% | |||
Changes in net asset retirement liability | ||||
Net asset retirement liability at the beginning of period | 30,000,000 | 24,000,000 | ||
Liabilities incurred | 10,000,000 | 6,000,000 | ||
Liabilities settled | -2,000,000 | -2,000,000 | ||
Accretion expense | 3,000,000 | 2,000,000 | ||
Changes in estimate | 2,000,000 | 1,000,000 | ||
Property sale | -1,000,000 | |||
Other | -1,000,000 | |||
Net asset retirement liability at the end of period | 24,000,000 | 42,000,000 | 30,000,000 | |
Capitalized Interest | ||||
Capitalized Interest | 12,000,000 | 21,000,000 | 19,000,000 | |
Minimum | ||||
Asset Retirement Obligations | ||||
Credit-adjusted risk-free rate (as a percent) | 7.00% | |||
Maximum | ||||
Asset Retirement Obligations | ||||
Credit-adjusted risk-free rate (as a percent) | 9.00% | |||
Member's Equity Predecessor | ||||
Impairment Assessment / Ceiling Test Charges | ||||
Ceiling test charges | 62,000,000 | |||
Capitalized Interest | ||||
Capitalized Interest | 4,000,000 | |||
Wolfcamp | ||||
Impairment Assessment / Ceiling Test Charges | ||||
Unproved property costs | 400,000,000 | |||
Altamont | ||||
Impairment Assessment / Ceiling Test Charges | ||||
Unproved property costs | 200,000,000 | |||
Eagle Ford | ||||
Impairment Assessment / Ceiling Test Charges | ||||
Unproved property costs | 100,000,000 | |||
Egypt | Member's Equity Predecessor | ||||
Impairment Assessment / Ceiling Test Charges | ||||
Non-cash charge related to equipment | $2,000,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 | Oct. 31, 2014 | |
Debt and Available Credit Facility | |||||
Long-term debt | $4,598,000,000 | $4,421,000,000 | |||
Deferred financing costs | 90,000,000 | 116,000,000 | |||
Amortization of deferred financing costs | 12,000,000 | 21,000,000 | 22,000,000 | ||
Loss on extinguishment of debt | 14,000,000 | 17,000,000 | 9,000,000 | ||
Repayments of Long-term Debt | 1,139,000,000 | 2,293,000,000 | 2,190,000,000 | ||
EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Long-term debt | 4,598,000,000 | 4,421,000,000 | |||
Member's Equity Predecessor | |||||
Debt and Available Credit Facility | |||||
Amortization of deferred financing costs | 7,000,000 | ||||
Repayments of Long-term Debt | 1,065,000,000 | ||||
Minimum | |||||
Debt and Available Credit Facility | |||||
Debt to EBITDAX multiple | 1 | ||||
Maximum | |||||
Debt and Available Credit Facility | |||||
Debt to EBITDAX multiple | 4.5 | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | |||||
Debt and Available Credit Facility | |||||
Borrowing capacity | 2,750,000,000 | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Borrowing capacity | 2,750,000,000 | 2,750,000,000 | |||
Face amount of debt instrument | 2,750,000,000 | ||||
Long-term debt | 852,000,000 | 295,000,000 | |||
Letters of credit outstanding | 83,000,000 | ||||
Remaining capacity | 1,800,000,000 | ||||
Commitment fees (as a percent) | 0.38% | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | Minimum | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Specified margin on reference rate (as a percent) | 1.50% | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | Minimum | Alternate base rate | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | ABR | ||||
Specified margin on reference rate (as a percent) | 0.50% | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | Maximum | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Specified margin on reference rate (as a percent) | 2.50% | ||||
$2.75 billion RBL credit facility redetermination - due May 24, 2017 | Maximum | Alternate base rate | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | ABR | ||||
Specified margin on reference rate (as a percent) | 1.50% | ||||
Letter of credit | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Interest rate (as a percent) | 1.75% | ||||
$750 million senior secured term loan - due May 24, 2018 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 750,000,000 | ||||
Long-term debt | 496,000,000 | 495,000,000 | |||
Debt instrument issuance as a percentage of the par value | 99.00% | ||||
Repayments of Long-term Debt | 250,000,000 | ||||
$750 million senior secured term loan - due May 24, 2018 | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Reference rate floor for variable interest rate (as a percent) | 2.75% | ||||
Effective interest rate (as a percent) | 3.50% | 3.50% | |||
$750 million senior secured term loan - due May 24, 2018 | Minimum | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Reference rate floor for variable interest rate (as a percent) | 0.75% | ||||
$400 million senior secured term loan - due April 30, 2019 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 400,000,000 | ||||
Long-term debt | 150,000,000 | 149,000,000 | |||
Effective interest rate (as a percent) | 4.50% | 4.50% | |||
$400 million senior secured term loan - due April 30, 2019 | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Specified margin on reference rate (as a percent) | 3.50% | ||||
$400 million senior secured term loan - due April 30, 2019 | Minimum | London Interbank Offered Rate LIBOR | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Reference rate for variable interest rate | LIBOR | ||||
Reference rate floor for variable interest rate (as a percent) | 1.00% | ||||
$750 million senior secured notes - due May 1, 2019 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 750,000,000 | ||||
Interest rate (as a percent) | 6.88% | ||||
Long-term debt | 750,000,000 | 750,000,000 | |||
$2.0 billion senior unsecured notes - due May 1, 2020 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 2,000,000 | ||||
Interest rate (as a percent) | 9.38% | ||||
Long-term debt | 2,000,000,000 | 2,000,000,000 | |||
$350 million senior unsecured notes - due September 1, 2022 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 350,000,000 | ||||
Interest rate (as a percent) | 7.75% | ||||
Long-term debt | 350,000,000 | 350,000,000 | |||
$350 million senior pik toggle note - due December 15,2017 | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Face amount of debt instrument | 350,000,000 | ||||
Long-term debt | $382,000,000 | ||||
$350 million senior pik toggle note - due December 15,2017 | Minimum | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Interest rate (as a percent) | 8.13% | ||||
$350 million senior pik toggle note - due December 15,2017 | Maximum | EP Energy Global LLC | |||||
Debt and Available Credit Facility | |||||
Interest rate (as a percent) | 8.88% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2010 |
item | ||
Southeast Louisiana Flood Protection Authority v. EP Energy Management, L.L.C. | ||
Legal Matters | ||
Number of oil, gas and pipeline companies against which a suit was filed by the levee authority | 97 | |
Number of wells operated in area from mid-1970s to 1980 | 5 | |
Legal Matters | ||
Legal Matters | ||
Amount accrued | $2 | |
Indemnification and Other Matters | ||
Legal Matters | ||
Amount accrued | 8 | |
Sales Tax Audits | ||
Legal Matters | ||
Number of operating entities for whom state of Texas asserted additional taxes plus penalties and interest | 2 | |
Audit settlement amount, including penalties and fees | 3 | |
Reduction in taxes, other than income taxes recorded on settlement | $13 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 11 Months Ended | 12 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 |
item | ||||
Environmental Matters | ||||
Accrued environmental remediation costs | $1 | |||
Number of estimation methodologies | 2 | |||
Maximum exposure | 1 | |||
Rental expense | 10 | 13 | 13 | |
Annual minimum lease payments under non-cancelable future operating lease commitments | ||||
2015 | 11 | |||
2016 | 12 | |||
2017 | 7 | |||
Total | 30 | |||
Various commercial commitments due | ||||
2015 | 184 | |||
2016 | 185 | |||
2017 | 83 | |||
2018 | 83 | |||
Thereafter | 274 | |||
Total | 809 | |||
Member's Equity Predecessor | ||||
Environmental Matters | ||||
Rental expense | 1 | |||
Maximum | Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) Matters | ||||
Environmental Matters | ||||
Estimated environmental remediation costs | 1 | |||
Subsequent event | ||||
Annual minimum lease payments under non-cancelable future operating lease commitments | ||||
2017 | 5 | |||
2018 | $9 |
LongTerm_Incentive_Compensatio2
Long-Term Incentive Compensation / Retirement 401(k) Plan (Details) (USD $) | 11 Months Ended | 12 Months Ended | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | 24-May-12 |
Cash-Based Long Term Incentive | ||||||
Awards vesting in the first year (as a percent) | 50.00% | |||||
Awards vesting in each of the succeeding two years (as a percent) | 25.00% | |||||
Compensation cost recorded | $8 | $8 | $16 | |||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Fair value of cash-based awards on the grant date | 22 | 24 | ||||
Unrecognized compensation cost | 3 | |||||
Vesting period | 3 years | |||||
Income tax expense (benefit) | 432 | 64 | ||||
Recognition period of fair value as compensation cost | 2 years | |||||
Retirement 401(k) Plan | ||||||
Maximum matching contributions as a percentage of eligible compensation | 6.00% | |||||
Non-elective employer contributions as a percentage of eligible compensation | 5.00% | |||||
Matching and non-elective employer contributions by employer | 7 | 11 | 12 | |||
Number of Restricted stock | ||||||
Remaining available for issuance (in shares) | 11,179,603 | |||||
Class B Stock | ||||||
Number of Restricted stock | ||||||
Additional | 0 | |||||
EP Energy Corporation | ||||||
Number of Restricted stock | ||||||
Common stock authorized to grant (in shares) | 12,433,749 | |||||
EPE Holdings II | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Additional stock issued | 70,000 | |||||
Compensation expense recorded | 0 | |||||
Retirement 401(k) Plan | ||||||
Compensation expense that will occur until those events that give rise to a payout become probable of occurring | 0 | |||||
Class A Matching Grants | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Unrecognized compensation cost | 4 | |||||
Guaranteed cash bonus | 12 | |||||
Unrecognized compensation cost to be recognized in 2015 | 3 | |||||
Compensation expense recorded | 11 | 2 | 6 | |||
Recognition period of fair value as compensation cost | 4 years | |||||
Grants as a percentage of the Class A units purchased | 50.00% | |||||
Fair value | 12 | |||||
MIPs | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Unrecognized compensation cost | 9 | |||||
Vesting period | 5 years | |||||
Fair value on the grant date | 74 | |||||
Compensation expense recorded | 15 | 6 | 19 | |||
Percentage of vested awards forfeitable in the event of certain termination events | 25.00% | |||||
Risk free rate (as a percent) | 0.77% | |||||
Expected Term in Years | 5 years | |||||
Expected Volatility (as a percent) | 73.00% | |||||
Unrecognized compensation cost to be recognized on an accelerated basis for each tranche of the award | 6 | |||||
Unrecognized compensation cost to be recognized upon a specified capital transaction | 16 | |||||
Requisite service period | 5 years | |||||
Retirement 401(k) Plan | ||||||
Award issuance cost | 0 | |||||
Assumptions used for estimating weighted-average grant-date fair value of stock options | ||||||
Expected Term in Years | 5 years | |||||
Expected Volatility (as a percent) | 73.00% | |||||
Risk free rate (as a percent) | 0.77% | |||||
MIPs | Class B Stock | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Conversion basis | 1 | |||||
Restricted stock | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Compensation expense recorded | 5 | |||||
Income tax expense (benefit) | -2 | |||||
Unrecognized compensation cost | 14 | |||||
Recognition period of fair value as compensation cost | 4 years | |||||
Number of Restricted stock | ||||||
Granted (in shares) | 1,131,154 | |||||
Vested (in shares) | -1,929 | |||||
Forfeited (in shares) | -95,831 | |||||
Non-vested at the end of the period (in shares) | 1,033,394 | |||||
Granted (in dollars per share) | $19.80 | |||||
Weighted-Average Grant-Date Fair Value | ||||||
Granted (in dollars per share) | $19.80 | |||||
Vested (in dollars per share) | $19.82 | |||||
Forfeited (in dollars per share) | $19.82 | |||||
Non-vested at the end of the period (in dollars per share) | $19.80 | |||||
Restricted stock | EP Energy Corporation | ||||||
Number of Restricted stock | ||||||
Vesting Period | 3 years | |||||
Stock options | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Unrecognized compensation cost | 2 | |||||
Risk free rate (as a percent) | 2.30% | |||||
Expected Term in Years | 7 years | |||||
Expected Volatility (as a percent) | 40.00% | |||||
Number of Restricted stock | ||||||
Contractual term | 10 years | |||||
Number of tranches | 3 | |||||
Number of Options | ||||||
Granted (in shares) | 253,740 | |||||
Forfeited or canceled (in shares) | -34,388 | |||||
Outstanding at the end of the period (in shares) | 219,352 | |||||
Weighted-Average Exercise Price | ||||||
Granted (in dollars per share) | $19.82 | |||||
Forfeited or canceled (in dollars per share) | $19.82 | |||||
Outstanding at the end of the period (in dollars per share) | $19.82 | |||||
Weighted Average Remaining Contractual Term | 9 years 3 months | |||||
Stock options granted | 0 | |||||
Assumptions used for estimating weighted-average grant-date fair value of stock options | ||||||
Grant date fair value (in dollars per share) | $9.03 | |||||
Expected Term in Years | 7 years | |||||
Expected Volatility (as a percent) | 40.00% | |||||
Dividend yield (as a percent) | 0.00% | |||||
Risk free rate (as a percent) | 2.30% | |||||
Stock options | Maximum | ||||||
Long-Term Incentive Compensation / Retirement 401(k) Plan | ||||||
Compensation expense recorded | $1 |
Investment_in_Unconsolidated_A2
Investment in Unconsolidated Affiliate (Details) (Four Star, USD $) | 1 Months Ended | 5 Months Ended | 11 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | 24-May-12 | Dec. 31, 2012 | Dec. 31, 2013 |
Four Star | ||||
Investments in unconsolidated affiliate | ||||
Net proceeds from sale of equity investment | $183 | |||
Impairment charges | 20 | |||
Operating revenues | 75 | 105 | 142 | |
Operating expenses | 58 | 87 | 94 | |
Net income | 11 | 11 | 30 | |
Amortization of investment in unconsolidated affiliates | 12 | 7 | 8 | |
Dividend received | $8 | $13 | $24 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 8 Months Ended | 11 Months Ended | 12 Months Ended | 5 Months Ended | 1 Months Ended | 11 Months Ended | |
Aug. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 24-May-12 | Jan. 31, 2014 | Dec. 31, 2012 | |
Related party transactions | |||||||
Payments of Capital Distribution | $337,000,000 | $205,000,000 | |||||
Leveraged distribution | -205,000,000 | -337,000,000 | |||||
Capital expenditures | 877,000,000 | 2,033,000,000 | 1,924,000,000 | ||||
Percentage of participant basic contributions matched | 6.00% | ||||||
Member's Equity Predecessor | |||||||
Related party transactions | |||||||
Capital expenditures | 636,000,000 | ||||||
Contributions | 1,481,000,000 | ||||||
Member Distribution | |||||||
Related party transactions | |||||||
Payments of Capital Distribution | 205,000,000 | ||||||
Leveraged distribution | 200,000,000 | ||||||
Affiliate Supply Agreement | |||||||
Related party transactions | |||||||
Number of supply agreements | 2 | ||||||
Affiliate Supply Agreement | Eagle Ford drilling operations | |||||||
Related party transactions | |||||||
Capital expenditures | 112,000,000 | ||||||
Sponsors | Transaction Fee Agreement | |||||||
Related party transactions | |||||||
General and administrative expense | 71,500,000 | ||||||
Sponsors | Amended and Restated Management Fee Agreement | |||||||
Related party transactions | |||||||
Transaction fee paid | 6,250,000 | ||||||
Capital expenditures | 83,000,000 | ||||||
El Paso | |||||||
Related party transactions | |||||||
Maximum percentage of eligible compensation for which contributions are made | 75.00% | ||||||
El Paso | Maximum | |||||||
Related party transactions | |||||||
Percentage of participant basic contributions matched | 6.00% | ||||||
El Paso | Member's Equity Predecessor | |||||||
Related party transactions | |||||||
Contributions | 1,500,000,000 | ||||||
Non-cash contributions | 500,000,000 | ||||||
Cash contribution | 960,000,000 | ||||||
Revenues and charges to/from affiliates | |||||||
Operating revenues | 143,000,000 | ||||||
Operating expenses | $44,000,000 |
Uncategorized_Items
Uncategorized Items | 2/14/2012 - 12/31/2012 |
USD ($) | |
[us-gaap_PartnersCapitalAccountContributions] | 3,323,000,000 |
[us-gaap_PartnersCapitalAccountUnitBasedCompensation] | 18,000,000 |