Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 20, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SOUTHWESTERN ENERGY CO | |
Entity Central Index Key | 7,332 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 384,478,569 | |
Trading Symbol | SWN |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Revenues: | ||||
Gas sales | $ 458 | $ 645 | $ 1,540 | $ 2,155 |
Oil sales | 19 | 6 | 60 | 12 |
NGL sales | 14 | 47 | 1 | |
Marketing | 216 | 227 | 663 | 765 |
Gas gathering | 42 | 50 | 136 | 143 |
Total Operating Revenues | 749 | 928 | 2,446 | 3,076 |
Operating Costs and Expenses: | ||||
Marketing purchases | 213 | 220 | 654 | 752 |
Operating expenses | 176 | 108 | 507 | 309 |
General and administrative expenses | 60 | 54 | 188 | 162 |
Depreciation, depletion and amortization | 275 | 238 | 876 | $ 693 |
Impairment of natural gas and oil properties | 2,839 | 4,374 | ||
(Gain) loss on sale of assets, net | 1 | (276) | ||
Taxes, other than income taxes | 27 | 22 | 84 | $ 72 |
Total Operating Costs and Expenses | 3,591 | 642 | 6,407 | 1,988 |
Operating Income (Loss) | (2,842) | 286 | (3,961) | 1,088 |
Interest Expense: | ||||
Interest on debt | 51 | 25 | 153 | 75 |
Other interest charges | 2 | 2 | 54 | 4 |
Interest capitalized | (53) | (14) | (155) | (40) |
Total Interest Expense | 13 | 52 | 39 | |
Other Income, Net | 2 | 1 | ||
Gain (Loss) on Derivatives | 15 | 78 | 30 | (29) |
Income (Loss) Before Income Taxes | (2,827) | 351 | (3,981) | 1,021 |
Provision (Benefit) for Income Taxes: | ||||
Current | 32 | 7 | 34 | |
Deferred | (1,088) | 108 | (1,539) | 375 |
Total Provision (Benefit) for Income Taxes | (1,088) | 140 | (1,532) | 409 |
Net Income (Loss) | (1,739) | 211 | (2,449) | 612 |
Mandatory convertible preferred stock dividend | 27 | 79 | ||
Net Income (Loss) Attributable to Common Stock | $ (1,766) | $ 211 | $ (2,528) | $ 612 |
Earnings (Loss) Per Common Share: | ||||
Basic | $ (4.62) | $ 0.60 | $ (6.65) | $ 1.74 |
Diluted | $ (4.62) | $ 0.60 | $ (6.65) | $ 1.74 |
Weighted Average Common Shares Outstanding: | ||||
Basic | 382,098,080 | 351,457,043 | 379,909,748 | 351,357,913 |
Diluted | 382,098,080 | 352,327,250 | 379,909,748 | 352,334,546 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||||
Net income (loss) | $ (1,739) | $ 211 | $ (2,449) | $ 612 | |
Change in derivatives: | |||||
Settlements | [1] | (31) | (11) | (89) | 29 |
Ineffectiveness | [2] | 1 | (2) | 1 | (1) |
Change in fair value of derivative instruments | [3] | 8 | 48 | 21 | (1) |
Total change in derivatives | (22) | 35 | (67) | 27 | |
Change in value of pension and other postretirement liabilities: | |||||
Amortization of prior service cost and net loss included in net periodic pension cost | [4] | 1 | 1 | ||
Change in currency translation adjustment | (5) | (4) | (9) | (4) | |
Comprehensive income (loss) | $ (1,765) | $ 242 | $ (2,524) | $ 635 | |
[1] | Net of ($19), ($7), ($56) and $19 million in taxes for the three months ended September 30, 2015 and 2014, and nine months ended September 30, 2015 and 2014, respectively. | ||||
[2] | Net of ($1) million in taxes for the three months ended September 30, 2014. | ||||
[3] | Net of $5, $32, $13 and ($1) million in taxes for the three months ended September 30, 2015 and 2014, and nine months ended September 30, 2015 and 2014, respectively. | ||||
[4] | Net of $1 million in taxes for the nine months ended September 30, 2015. |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Settlements tax | $ (19) | $ (7) | $ (56) | $ 19 |
Ineffectiveness tax | (1) | |||
Change in fair value of derivative instruments tax | $ 5 | $ 32 | 13 | $ (1) |
Amortization of prior service cost and net loss included in net periodic pension cost tax | $ 1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 15 | $ 53 |
Accounts receivable | 355 | 530 |
Inventories | 33 | 37 |
Derivative assets | 112 | 337 |
Other current assets | 55 | 158 |
Total current assets | 570 | 1,115 |
Natural gas and oil properties, using the full cost method, including $4,902 million as of September 30, 2015 and $4,646 million as of December 31, 2014 excluded from amortization | 22,127 | 20,506 |
Gathering systems | 1,274 | 1,439 |
Other | 616 | 612 |
Less: Accumulated depreciation, depletion and amortization | (14,038) | (8,845) |
Total property and equipment, net | 9,979 | 13,712 |
Other long-term assets | 176 | 98 |
TOTAL ASSETS | 10,725 | 14,925 |
Current liabilities: | ||
Short-term debt | 1 | 4,501 |
Accounts payable | 615 | 653 |
Taxes payable | 49 | 92 |
Interest payable | 32 | 34 |
Current deferred income taxes | 24 | 109 |
Dividends payable | 27 | |
Derivative liabilities | 6 | 9 |
Other current liabilities | 28 | 30 |
Total current liabilities | 782 | 5,428 |
Long-term debt | 4,663 | 2,466 |
Deferred income taxes | 448 | 1,951 |
Pension and other postretirement liabilities | 48 | 44 |
Other long-term liabilities | 347 | 374 |
Total long-term liabilities | $ 5,506 | $ 4,835 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Common stock, $0.01 par value; authorized 1,250,000,000 shares; issued 384,552,961 shares as of September 30, 2015 and 354,488,992 as of December 31, 2014 | $ 4 | $ 4 |
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 6.25% Series B Mandatory Convertible, $1,000 per share liquidation preference, 1,725,000 shares issued and outstanding | ||
Additional paid-in capital | $ 3,396 | $ 1,019 |
Retained earnings | 1,051 | 3,577 |
Accumulated other comprehensive income (loss) | (13) | $ 62 |
Common stock in treasury, 45,990 shares as of September 30, 2015 and 11,055 shares as of December 31, 2014 | (1) | |
Total equity | 4,437 | $ 4,662 |
TOTAL LIABILITIES AND EQUITY | $ 10,725 | $ 14,925 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Natural gas and oil properties, using the full cost method, costs excluded from amortization | $ 4,902 | $ 4,646 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 384,552,961 | 354,488,992 |
Treasury stock, shares | 45,990 | 11,055 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, dividend rate | 6.25% | |
Liquidation preference per share | $ 1,000 | |
Preferred stock, shares issued | 1,725,000 | |
Preferred stock, shares outstanding | 1,725,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ (2,449) | $ 612 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 877 | $ 693 |
Impairment of natural gas and oil properties | 4,374 | |
Amortization of debt issuance cost | 50 | $ 3 |
Deferred income taxes | (1,539) | 375 |
Loss on derivatives excluding derivatives, settled | 105 | 7 |
Stock-based compensation | 18 | $ 13 |
(Gain) loss on sale of assets, net | (276) | |
Other | 2 | $ (3) |
Change in assets and liabilities: | ||
Accounts receivable | 175 | 7 |
Inventories | 2 | 2 |
Accounts payable | (55) | 52 |
Taxes payable (receivable) | (43) | 1 |
Interest payable | (1) | (10) |
Other assets and liabilities | (13) | 22 |
Net cash provided by operating activities | 1,227 | 1,774 |
Cash Flows From Investing Activities | ||
Capital investments | (1,392) | (1,511) |
Acquisitions | (582) | (202) |
Proceeds from sale of property and equipment | 704 | 20 |
Other | 7 | 6 |
Net cash used in investing activities | (1,263) | (1,687) |
Cash Flows From Financing Activities | ||
Payments on current portion of long-term debt | (1) | (1) |
Payments on long-term debt | (500) | |
Payments on short-term debt | (4,500) | |
Payments on revolving credit facility | (2,168) | (3,573) |
Borrowings under revolving credit facility | 2,148 | $ 3,429 |
Payments on commercial paper | (5,179) | |
Borrowings under commercial paper | 5,699 | |
Change in bank drafts outstanding | 26 | $ 45 |
Proceeds from issuance of long-term debt | 2,200 | |
Debt issuance costs | (17) | |
Proceeds from exercise of common stock options | 10 | |
Proceeds from issuance of common stock | 669 | |
Proceeds from issuance of mandatory convertible preferred stock | 1,673 | |
Mandatory convertible preferred stock dividend | (52) | |
Net cash used in financing activities | (2) | (90) |
Decrease in cash and cash equivalents | (38) | (3) |
Cash and cash equivalents at beginning of year | 53 | 23 |
Cash and cash equivalents at end of period | $ 15 | $ 20 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Millions | Common Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Additional Paid-in CapitalSeries B Preferred Stock [Member] | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Common Stock in Treasury | Series B Preferred Stock [Member] | Total |
Balance, shares at Dec. 31, 2014 | 354,488,992 | ||||||||
Balance at Dec. 31, 2014 | $ 4 | $ 1,019 | $ 3,577 | $ 62 | $ 4,662 | ||||
Comprehensive loss: | |||||||||
Net loss | (2,449) | (2,449) | |||||||
Other comprehensive loss | (75) | (75) | |||||||
Comprehensive income (loss) | (2,524) | ||||||||
Stock-based compensation | 35 | 35 | |||||||
Preferred stock dividends | (79) | (79) | |||||||
Issuance of restricted stock, shares | 105,584 | ||||||||
Cancellation of restricted stock, shares | (69,657) | ||||||||
Issuance of stock, shares | 30,000,000 | 1,725,000 | |||||||
Issuance of stock | $ 1,673 | 669 | $ 1,673 | 669 | |||||
Treasury stock - non-qualified plan | $ (1) | (1) | |||||||
Tax withholding - stock compensation, shares | (1,958) | ||||||||
Balance, shares at Sep. 30, 2015 | 384,522,961 | ||||||||
Balance, shares at Sep. 30, 2015 | 1,725,000 | 1,725,000 | |||||||
Balance at Sep. 30, 2015 | $ 4 | $ 3,396 | 1,051 | $ (13) | $ (1) | 4,437 | |||
Comprehensive loss: | |||||||||
Non-controlling interest | $ 2 | $ 2 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | (1) BASIS OF PRESENTATION Southwestern Energy Company (including its subsidiaries, collectively “Southwestern” or the “Company”) is an independent energy company engaged in natural gas and oil exploration, development and production (“E&P”). The Company’s current operations are principally focused within the United States on the development of unconventional reservoirs located in Arkansas, Pennsylvania and West Virginia. The Company’s operations in Arkansas are primarily focused on an unconventional natural gas reservoir known as the Fayetteville Shale, and its operations in northeast Pennsylvania are focused on an unconventional natural gas reservoir known as the Marcellus Shale (herein referred to as “Northeast Appalachia”). The Company also has a significant stake in properties located in West Virginia and adjacent areas in southwest Pennsylvania. These operations, primarily in West Virginia, are focused on the Marcellus, the Utica and the Upper Devonian unconventional natural gas and oil reservoirs (herein referred to as “Southwest Appalachia”). To a lesser extent, the Company has exploration and production activities ongoing in Colorado, Louisiana and elsewhere in the United States. The Company also actively seeks to find and develop new natural gas and oil plays with significant exploration and exploitation potential, which it refers to as “New Ventures,” and to obtain additional reserves through acquisitions. The Company also operates drilling rigs in Arkansas, Pennsylvania and West Virginia, and provides oilfield products and services, principally serving its exploration and production operations. Southwestern’s natural gas gathering and marketing (“Midstream Services”) activities primarily support the Company’s E&P activities in Arkansas, Pennsylvania, Louisiana and West Virginia. The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this Quarterly Report. The Company believes the disclosures made are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report for the year ended December 31, 2014 (“2014 Annual Report”). The Company’s significant accounting policies, which have been reviewed and approved by the Audit Committee of the Company’s Board of Directors, are summarized in Note 1 in the Notes to the Consolidated Financial Statements included in the Company’s 2014 Annual Report. |
Acquisitions And Divestitures
Acquisitions And Divestitures | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions And Divestitures [Abstract] | |
Acquisitions And Divestitures | (2) ACQUISITIONS AND DIVESTITURES In May 2015, the Company sold conventiona l oil and gas assets located in East Texas and the Arkoma Basin for approximately $ 214 million. The net book value of these assets was primarily in the full cost pool and was held in the E&P segment as of the closing date. The proceeds from the transaction were used to reduce Company debt. Approximately $ 206 million of the proceeds received were recorded as a reduction of the capitalized costs of the Company’s natural gas and oil properties in the United States pursuant to the full cost method of accounting. The transaction is subject to customary post-closing adjustments. In April 2015, the Company sold its gathering assets located in Bradford and Lycoming counties in northeastern Pennsylvania to Howard Midstream Energy Partners, LLC for an adjusted sales price of approximately $ 489 million . The net book value of these assets was $206 million and was held in the Midstream segment as of the closing date . A gain on sale of $ 283 million was recognized and is included in (Gain) loss on sale of assets, net on the unaudited condensed consolidated statement of operations. The assets include approximately 100 miles of natural gas gathering pipelines, with nearly 600 million cubic feet per day of capacity. The proceeds from the transaction were used to substantially repay borrowings under the Company’s $500 million term loan facility that would have matured in December 2016 . In January 2015, the Company completed an acquisition of certain natural gas and oil assets including approximately 46,700 net acres in northeast Pennsylvania from WPX Energy, Inc. for an adjusted purchase price of $270 million (the “WPX Property Acquisition”). This acreage was producing approximately 50 million net cubic feet of gas per day from 63 operated horizontal wells as of December 2014. As part of this transaction, the Company assumed firm transportation capacity of 260 million cubic feet of gas per day predominantly on the Millennium pipeline. This transaction was funded with the revolving credit facility and was accounted for as a business combination. The Company allocated approximately $151 million of the purchase price of the WPX Property Acquisition to natural gas and oil properties and approximately $119 million to intangible assets in other current assets and other long-term assets, based on the respective fair values of the assets acquired which have been updated to reflect final settlement adjustments . In January 2015, the Company completed an acquisition in which the Company’s subsidiary acquired certain natural gas and oil assets from Statoil ASA covering approximately 30,000 acres in West Virginia and southwest Pennsylvania comprising approximately 20% of Statoil’s interests in that acreage for $ 365 million, subject to customary post-closing adjustments (the “Statoil Property Acquisition”). All of these assets are also assets in which the Company has acquired interests under the Chesapeake Property Acquisition (as defined below). This transaction was funded with the revolving credit facility and was accounted for as a business combination. The Company allocated approximately $365 million of the purchase price to natural gas and oil properties, based on the respective fair values of the assets acquired. In December 2014, the Company completed an acquisition of certain natural gas and oil assets from Chesapeake Energy Corporation covering approximately 413,000 net acres in West Virginia and southwest Pennsylvania targeting natural gas, natural gas liquids (“NGLs”) and crude oil contained in the Upper Devonian, Marcellus and Utica Shales for approximately $5.0 billion, subject to customary post-closing adjustments (the “Chesapeake Property Acquisition”). The transaction was temporarily financed using a $ 4.5 billion 364 -day senior unsecured bridge term loan credit facility and a $ 500 million two -year unsecured term loan. The Company repaid all principal and interest outstanding on the $ 4.5 billion bridge facility in January 2015 after permanent financing was finalized and, as a result, expensed $47 million of short-term unamortized debt issuance costs related to the bridge facility in January 2015 recognized in other interest charges on the unaudited condensed consolidated statement of operations. The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility. The Chesapeake Property Acquisition qualified as a business combination, and as a result, the Company estimated the fair value of the assets acquired and liabilities assumed as of the December 22, 2014 acquisition date. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also utilize assumptions of market participants. The Company used a discounted cash flow model and made market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. These assumptions represent Level 3 inputs, as defined in Note 8 – Fair Value Measurements. The following table summarizes the consideration paid for the Chesapeake Property Acquisition and the fair value of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocation is preliminary and has been adjusted to reflect changes in unproved property and working capital. These amounts are subject to further adjustments and will be finalized as soon as possible, but no later than December 2015. Consideration (in millions): Cash $ Recognized amounts of identifiable assets acquired and liabilities assumed: Assets acquired: Proved natural gas and oil properties Unproved natural gas and oil properties Other property and equipment Inventory Total assets acquired Liabilities assumed: Asset retirement obligations Other liabilities Total liabilities assumed $ Summarized below are the consolidated results of operations for the three and nine months ended September 30, 2014 on an unaudited pro forma basis, as if the acquisition and financing had occurred on January 1, 2013. The unaudited pro forma financial information was derived from the historical consolidated statement of operations of the Company and the statement of revenues and direct operating expenses for the Chesapeake Property Acquisition properties. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the acquisition and related permanent financing occurred on the basis assumed above, nor is such information indicative of the Company’s expected future results o f operations. The unaudited pro forma financial information excludes the WPX Property and Statoil Property Acquisitions as the impacts are immaterial. For the three months ended For the nine months ended September 30, 2014 September 30, 2014 (unaudited) (in millions, except per share amounts) Revenues $ $ Net Income $ $ Earnings per common share: Basic $ $ Diluted $ $ In the second and third quarters of 2014, the Company completed several acquisitions to purchase approximately 380,000 net acres in northwest Colorado principally in the Niobrara formation for approximately $215 million. The Company utilized its revolving credit facility to finance these acquisitions and accounted for them as asset acquisitions. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Inventory | (3) INVENTORY Inventory is comprised of tubulars and other equipment and natural gas in underground storage. Tubulars and other equipment are carried at the lower of cost or market and are accounted for by a moving weighted average cost method that is applied within specifi c classes of inventory items. Natural gas in underground storage is carried at the lower of cost or market and accounted for by a weighted average cost method. The components of inventory recor ded in current assets as of September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, 2015 2014 (in millions) Tubulars and other equipment $ $ Natural gas in underground storage $ $ |
Natural Gas And Oil Properties
Natural Gas And Oil Properties | 9 Months Ended |
Sep. 30, 2015 | |
Natural Gas And Oil Properties [Abstract] | |
Natural Gas And Oil Properties | (4) NATURAL GAS AND OIL PROPERTIES The Company utilizes the full cost method of accounting for costs related to the exploration, development and acquisition of natural gas and oil reserves. Under this method, all such costs (productive and nonproductive), including salaries, benefits and other internal costs directly attributable to these activities are capitalized on a country by country basis and amortized over the estimated lives of the properties using the units-of-production method. These capitalized costs, less accumulated amortization and related deferred income taxes, are subject to a ceiling test that limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved natural gas and oil reserves discounted at 10 % plus the lower of cost or market value of unproved properties. Any costs in excess of the ceiling are written off as a non-cash expense. The expense may not be reversed in future periods, even though higher natural gas and oil prices may subsequently increase the ceiling. Companies using the full cost method must use the average quoted price from the first day of each month from the previous 12 months, including the impact of derivatives qualifying as cash flow hedges, to calculate the ceiling value of their reserves. Using the average quoted price from the first day of each month from the previous 12 months for Henry Hub natural gas of $ 3.06 per MMBtu, West Texas Intermediate oil of $ 55.73 per barrel and NGLs of $ 8.62 per barrel, adjusted for market differentials, the Company’s net book value of its United States natural gas and oil properties exceeded the ceiling by $1,746 million (net of tax) at September 30, 2015 and resulted in a non-cash ceiling test impairment. Cash flow hedges of natural gas production in place increased the ceiling amount by approximately $40 million as of September 30, 2015. In the second quarter of 2015, the Company’s net book value of its United States natural gas and oil properties exceeded the ceiling by approximately $944 million (net of tax) at June 30, 2015 and resulted in a non-cash ceiling test impairment. Decreases in market prices as well as changes in production rates, levels of reserves, evaluation of costs excluded from amortization, future development costs and production costs could result in future ceiling test impairments. Using the first-day-of-the-month prices of natural gas for the first ten months of 2015 and NYMEX strip prices for the remainder of 2015, as applicable, the prices required to be used to determine the ceiling amount in the Company’s full cost ceiling test are likely to require a material write-down in the fourth quarter of 2015. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its deferred tax assets. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefit s will not be realized. While the Company is unable to reasonably estimate the amounts at this time, based on the expected material wri te-downs of the value of its oil and natural ga s properties, it is possible the Company’s deferred tax assets will not be realized in subsequent quarters. Using the average quoted price from the first day of each month from the previous 12 months for Henry Hub natural gas of $ 4.24 per MMBtu, West Texas Intermediate oil of $ 95.56 per barrel and NGLs of $36.70 per barrel , adjusted for market differentials, the net book value of the Company’s United States natural gas and oil properties did not exceed the ceiling amount and did not result in a ceiling test impairment at September 30, 2014. Cash flow hedges of natural gas production in place increased the ceiling amount by approximately $ 14 million as of September 30, 2014. All of the Company’s costs directly associated with the acquisition and evaluation of properties in Canada relating to it s exploration program as of September 30, 2015 were unproved and did not exceed the ceiling amount. If the Company’s exploration program in Canada is terminated or otherwise unsuccessful on all or a portion of the Company’s Canadian assets, including the effects of the recently imposed moratorium in New Brunswick and changes in laws or regulations or otherwise, a ceiling test impairment may result in the future. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (5) EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding during each year. The diluted earnings per share calculation adds to the weighted average number of common shares outstanding: the incremental shares that would have been outstanding assuming the exercise of dilutive stock options, the vesting of unvested restricted shares of common stock and performance units and the assumed conversion of mandatory convertible preferred stock. An antidilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. In January 2015, the Company completed concurrent underwritten public offerings of 30,000,000 shares of its common stock and 34,500,000 depositary shares (both share counts include shares issued as a result of the underwriters exercising their options to purchase additional shares). The common stock offering was priced at $23.00 per share. Net proceeds, after underwriting discount and expenses, from the common stock offering were approximately $669 million. Net proceeds, after underwriting discount and expenses, from the depositary share offering were approximately $1.7 billion. Each depositary share represents a 1/20th interest in a share of the Company’s mandatory convertible preferred stock, with a liquidation preference of $1,000 per share (equivalent to a $50 liquidation preference per depositary share). The proceeds from the offerings were used to partially repay borrowings under the Company’s $4.5 billion 364 -day bridge facility with the remaining balance of the bridge facility fully repaid with proceeds from the Company’s January 2015 public offering of $2.2 billion in long-term senior notes. The mandatory convertible preferred stock entitles the holders to a proportional fractional interest in the rights and preferences of the convertible preferred stock, including conversion, dividend, liquidation and voting rights. Unless converted earlier at the option of the holders, on or around January 15, 2018 each share of convertible preferred stock will automatically convert into between 37.0028 and 43.4782 shares of the Company’s common stock (and, correspondingly, each depositary share will convert into between 1.85014 and 2.17391 shares of the Company’s common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of the Company’s common stock over a 20 trading day averaging period immediately prior to that date. The mandatory convertible preferred stock has the non-forfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and as such, is considered a participating security. A ccordingly , it is included in the computation of basic and diluted earnings per share, pursuant to the two-class method. In the calculation of basic earnings per share attributable to common shareholders, participating securities are allocated earnings based on actual dividend distributions received plus a proportionate share of undistributed net income attributable to common shareholders, if any, after recognizing distributed earnings. The Company’s participating securities do not participate in undistributed net losses because they are not contractually obligated to do so. The following table presents the computation of earnings per share for the three and nine months ended September 30, 2015 and 2014: For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions, except share/per share amounts) Net income (loss) $ $ $ $ Mandatory convertible preferred stock dividend – – Net income (loss) attributable to common stock Number of common shares: Weighted average outstanding Issued upon assumed exercise of outstanding stock options (1) – – Effect of issuance of non-vested restricted common stock (2) – – Effect of issuance of non-vested performance units (3) – – Effect of issuance of mandatory convertible preferred stock (4) – – – – Weighted average and potential dilutive outstanding Earnings (loss) per common share: Basic $ $ $ $ Diluted $ $ $ $ (1) Due to the net loss for the three and nine months ended September 30, 2015, options of 3,796,778 shares and 3,778,140 shares, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. For the three and nine months ended September 30, 2014, options of 1,254,842 shares and 1,111,128 shares, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. (2) Due to the net loss for the three and nine months ended September 30, 2015 , 1,469,380 shares and 1,472,379 shares, respectively, of restricted stock were antidilutive and excluded from the calculation of diluted earnings per share. For the three and nine months ended September 30, 2014, 27,916 shares and 24,215 shares, respectively, of restricted stock were antidilutive and excluded from the calculation of diluted earnings per share. (3) Due to the net loss for the three and nine months ended September 30 , 2015, 89,802 shares and 135,836 shares , respectively, of performance units were antidilutive and excluded from the calculation of diluted earnings per share. (4) Due to the net loss for the three and nine months ended September 30, 2015 , 74,999,895 and 69,505,397 of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. |
Derivatives And Risk Management
Derivatives And Risk Management | 9 Months Ended |
Sep. 30, 2015 | |
Derivatives And Risk Management [Abstract] | |
Derivatives And Risk Management | (6 ) DERIVATIVES AND RISK MANAGEMENT The Company is exposed to volatility in market prices and basis differentials for natural gas and oil which impacts the predictability of its cash flows related to the sale of natural gas, NGLs and oil. These risks are managed by the Company’s use of certain derivative financial instruments. As of September 3 0 , 2015 and December 31, 2014, the Company’s derivative financial instruments consisted of fixed price swaps, floating price swaps, basis swaps, fixed price call options, and interest rate swaps. A description of the Company’s derivative financial instruments is provided below: Fixed price swaps The Company receives a fixed price for the contract and pays a floating market price to the counterparty. Floating price swaps The Company receives a floating market price from the counterparty and pays a fixed price. Basis swaps Arrangements that guarantee a price differential for natural gas from a specified delivery point. The Company receives a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract. Fixed price call options The Company sells fixed price call options in exchange for a premium. At the time of settlement, if the market price exceeds the fixed price of the call option, the Company pays the counterparty such excess on sold fixed price call options. If the market price settles below the fixed price of the call option, no payment is due from either party. Interest rate swaps Interest rate swaps are used to fix or float interest rates on existing or anticipated indebtedness. The purpose of these instruments is to manage the Company’s existing or anticipated exposure to unfavorable interest rate changes. All derivatives are recognized in the balance sheet as either an asset or liability and are measured at fair value other than transactions for which normal purchase/normal sale is applied. Certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as either a cash flow or a fair value hedge. Accounting for qualifying hedges requires a derivative’s gains and losses to be recorded either in earnings or as a component of other comprehensive income. In the period of settlement, the Company recognizes the gains and losses from these qualifying hedges in operating revenues. Gains and losses on derivatives that are not designated for hedge accounting treatment or that do not meet hedge accounting requirements are recorded in earnings as a component of gain (loss) on derivatives. Within the gain (loss) on derivatives component of the statement of operations are gains (losses) on derivatives excluding derivatives, settled and gains (losses) on derivatives, settled. The Company calculates gains (losses) on derivatives, settled, as the summation of gains and losses on positions which have settled within the period. The Company utilizes counterparties for its derivative instruments that it believes are credit-worthy at the time the transactions are entered into and the Company closely monitors the credit ratings of these counterparties. Additionally, the Company performs both quantitative and qualitative assessments of these counterparties based on their credit ratings and credit default swap rates where applicable. However, the events in the financial markets in recent years demonstrate there can be no assurance that a counterparty will be able to meet its obligations to the Company. The balance sheet classification of the assets related to derivative financial instruments are summarized below as of September 3 0 , 2015 and December 31, 2014: Derivative Assets September 30, 2015 December 31, 2014 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value (in millions) Derivatives designated as hedging instruments: Fixed price swaps Derivative assets $ Derivative assets $ Total derivatives designated as hedging instruments $ $ Derivatives not designated as hedging instruments: Basis swaps Derivative assets $ Derivative assets $ Fixed price swaps Derivative assets Derivative assets Basis swaps Other long-term assets – Other long-term assets Interest rate swaps Other long-term assets – Other long-term assets Total derivatives not designated as hedging instruments $ $ Total derivative assets $ $ Derivative Liabilities September 30, 2015 December 31, 2014 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value (in millions) Derivatives not designated as hedging instruments: Basis swaps Derivative liabilities $ Derivative liabilities $ Fixed price call options Derivative liabilities – Derivative liabilities Interest rate swaps Derivative liabilities Derivative liabilities Basis swaps Other long-term liabilities – Other long-term liabilities Fixed price call options Other long-term liabilities Other long-term liabilities Interest rate swaps Other long-term liabilities Other long-term liabilities Total derivatives not designated as hedging instruments $ $ Total derivative liabilities $ $ As of September 3 0 , 2015, the Company had fixed price swap derivatives designated for hedge accounting and not designated for hedge accounting on the following volumes of natural gas production (in Bcf): Year Fixed price swaps designated for hedge accounting Fixed price swaps not designated for hedge accounting Total Weighted Average Swap Price ($/MMBtu) (1) 2015 30 30 60 $4.40 (1) The weighted average swap price is $4.40 for each category and in total. Cash Flow Hedges The Company has certain fixed price swaps that are designated for hedge accounting. The reporting of gains and losses on cash flow derivative hedging instruments depends on whether the gains or losses are effective at offsetting changes in the cash flows of the hedged item. The effective portion of the gains and losses on the derivative hedging instruments are recorded in other comprehensive income until recognized in earnings during the period that the hedged transaction takes place. The ineffective portion of the gains and losses from the derivative hedging instrument are recognized in earnings immediately and had an inconsequential impact to the unaudited condensed consolidated statement of operations for the three and nine months ended September 3 0 , 2015 and 2014. As of September 3 0 , 2015, accumulated other comprehensive income includes a gain related to its hedging activities of $ 31 million net of a deferred income tax liability of $ 23 million. The amount included in accumulated other comprehensive income will be relieved over time and recognized in the statement of operations as the physical transactions being hedged occur. Assuming the market prices of natural gas futures as of September 3 0 , 2015 remain unchanged, the Company would expect to transfer an aggregate after-tax net gain of approximately $ 31 million from accumulated other comprehensive income to earnings during the next 12 months. Gains or losses from derivative instruments designated as cash flow hedges are reflected as adjustments to natural gas sales in the consolidated statements of operations. Volatility in net income, comprehensive income and accumulated other comprehensive income may occur in the future as a result of the Company’s derivative activities. The following tables summarize the before tax effect of all fixed price swaps designated for hedge accounting on the unaudited condensed consolidated financial statements for the three and nine months ended September 3 0 , 2015 and 2014: Gain (Loss) Recognized in Other Comprehensive Loss (Effective Portion) For the three months ended For the nine months ended September 30, September 30, Derivative Instrument 2015 2014 2015 2014 (in millions) Fixed price swaps $ $ $ $ Classification of Gain (Loss) Gain (Loss) Reclassified from Accumulated Reclassified from Other Comprehensive Income Accumulated Other into Earnings (Effective Portion) Comprehensive Income For the three months ended For the nine months ended into Earnings September 30, September 30, Derivative Instrument (Effective Portion) 2015 2014 2015 2014 (in millions) Fixed price swaps Gas sales $ $ $ $ Other Derivative Contracts For other derivative contracts, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item are recognized in earnings immediately through gain (loss) on derivatives. Although the Company’s basis swaps meet the objective of managing commodity price exposure, these trades are typically not entered into concurrent with the Company’s derivative instruments that qualify as cash flow hedges and therefore do not generally qualify for hedge accounting. Basis swap derivative instruments that are not designated for hedge accounting are recorded on the balance sheet at their fair values under derivative assets, other long-term assets, other current liabilities, and other long-term liabilities, as applicable and all gains and losses related to these contracts are recognized immediately in the unaudited condensed consolidated statement of operations as a component of gain (loss) on derivatives. As of September 30, 2015, the Company had basis swaps on natural gas production that were not designated for hedge accounting of 4 Bcf and 4 Bcf in 201 5 and 201 6 , respectively. As of September 3 0 , 2015, the Company had fixed price call options on 50 Bcf and 120 Bcf of natural gas production in 2015 and 2016, respectively, not designated for hedge accounting and fixed price swaps of 30 Bcf of natural gas production in 2015 not designated for hedge accounting. As of September 30, 2015 the Company had a floating price swap on less than 1 Bcf of natural gas production in 2015 not designated for hedge accounting which had an inconsequential impact on the unaudited consolidated financial statements. The Company is a party to interest rate swaps that were entered into to mitigate the Company’s exposure to volatility in interest rates. The interest rate swaps have a notional amount of $ 170 million and expire in June 2020. The Company did not designate the interest rate swaps for hedge accounting. Changes in the fair value of the interest rate swaps are included in gain (loss) on derivatives in the unaudited condensed consolidated statements of operations. The following tables summarize the before tax effect of fixed price swaps, basis swaps, fixed price call options and interest rate swaps not designated for hedge accounting on the unaudited condensed consolidated statements of operations for the three and nine months ended September 3 0 , 2015 and 2014: Gain (Loss) on Derivatives Excluding Derivatives, Settled Recognized in Earnings Consolidated Statement of Operations For the three months ended For the nine month s ended Classification of Gain (Loss) on September 30, September 30, Derivative Instrument Derivatives, Net of Settlement 2015 2014 2015 2014 (in millions) Basis swaps Gain (Loss) on Derivatives $ $ $ $ Fixed price call options Gain (Loss) on Derivatives $ $ $ $ Fixed price swaps Gain (Loss) on Derivatives $ $ $ $ Interest rate swaps Gain (Loss) on Derivatives $ $ $ $ Gain (Loss) on Derivatives, Settled (1) Recognized in Earnings Consolidated Statement of Operations For the three months ended For the nine months ended Classification of Gain (Loss) September 30, September 30, Derivative Instrument on Derivatives, Settled (1) 2015 2014 2015 2014 (in millions) Basis swaps Gain (Loss) on Derivatives $ – $ $ $ – Fixed price swaps Gain (Loss) on Derivatives $ $ $ $ Interest rate swaps Gain (Loss) on Derivatives $ – $ – $ $ (1) The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that have settled within the period reported. |
Reclassification From Accumulat
Reclassification From Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Reclassification From Accumulated Other Comprehensive Income [Abstract] | |
Reclassification From Accumulated Other Comprehensive Income | (7 ) RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables detail the components of accumulated other comprehensive income and the related tax effects for the nine months ended September 3 0 , 2015: For the nine months ended September 30, 2015 (in millions) (1) Cash Flow Hedges Pension and Other Postretirement Foreign Currency Total Beginning balance at December 31, 2014 $ $ $ $ Other comprehensive income (loss) before reclassifications – Amounts reclassified from /to other comprehensive income ( loss ) (2) – Net current period other comprehensive income ( loss ) Ending balance at September 30, 2015 $ $ $ $ (1) All amounts are net of tax. (2) See separate table below for details about these reclassifications . Details about Accumulated Other Comprehensive Income Affected Line Item in the Consolidated Statement of Operations Amount Reclassified from/to Accumulated Other Comprehensive Income For the nine months ended September 30, 2015 (in millions) Cash flow hedges Settlements Gas sales $ Ineffectiveness Gain (Loss) on Derivatives Provision (Benefit) for Income Taxes Net Income (Loss) $ Pension and other postretirement Amortization of prior service cost and net loss (1) General and administrative expenses $ Provision (Benefit) for Income Taxes Net Income (Loss) $ Total reclassifications for the period Net Income (Loss) $ (1) See Note 1 1 for additional details regarding the Company’s retirement and employee benefit plans. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | ( 8 ) FAIR VALUE MEASUREMENTS The carrying amounts and estimated fair values of the Company’s financial instruments as of September 3 0 , 2015 and December 31, 2014 were as follows: September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value (in millions) Cash and cash equivalents $ $ $ $ Credit facility $ $ $ $ Commercial paper $ $ $ – $ – Term loan facility (1) $ – $ – $ $ Bridge facility (2) $ – $ – $ $ Senior notes $ $ $ $ Derivative instruments, net $ $ $ $ (1) The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility. (2) The bridge facility was repaid in full in January 2015 with proceeds from the issuance of $2.2 billion of long-term senior notes and the $2.3 billion issuance of common and preferred stock. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, other current assets and current liabilities on the unaudited condensed consolidated balance sheets approximate fair value because of their short-term nature. For debt and derivative instruments, the following methods and assumptions were used to estimate fair value: Debt: The fair values of the Company’s senior notes were based on the market of the Company’s publicly traded debt as determined based on the yield of the Company’s senior notes. The carrying values of the borrowings under the Company’s unsecured revolving credit facility , commercial paper program and previously, bridge and term loan facilities, approximate fair value because the interest rate is variable and reflective of market rates. The Company considers the fair value of its debt to be a Level 2 measurement on the fair value hierarchy. Derivative Instruments: The fair value of all derivative instruments is the amount at which the instrument could be exchanged currently between willing parties. The amounts are based on quoted market prices, best estimates obtained from counterparties and an option pricing model, when necessary, for price option contracts. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: Level 1 valuations - Consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. Level 2 valuations - Consist of quoted market information for the calculation of fair market value. Level 3 valuations - Consist of internal estimates and have the lowest priority. The Company has classified its derivatives into these levels depending upon the data utilized to determine their fair values. The Company’s fixed price swaps (Level 2) are estimated using third-party discounted cash flow calculations using the NYMEX futures index. The Company utilized discounted cash flow models for valuing its interest rate derivatives (Level 2). The net derivative values attributable to the Company's interest rate derivative contracts as of September 3 0 , 2015 are based on (i) the contracted notional amounts, (ii) active market-quoted London Interbank Offered Rate (“LIBOR”) yield curves and (iii) the applicable credit-adjusted risk-free rate yield curve. The Company’s fixed price call options (Level 3) are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the NYMEX futures index, interest rates, volatility and credit worthiness. The Company’s basis swaps (Level 3) are estimated using third-party calculations based upon forward commodity price curves. Inputs to the Black-Scholes model, including the volatility input, which is the significant unobservable input for Level 3 fair value measurements, are obtained from a third-party pricing source, with independent verification of the most significant inputs on a monthly basis. An increase (decrease) in volatility would result in an increase (decrease) in fair value measurement, respectively. However, such changes would not have a significant impact. Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions): September 30, 2015 Fair Value Measurements Using: Quoted Prices Significant Significant in Active Other Unobservable Markets Observable Inputs Inputs Assets (Liabilities) (Level 1) (Level 2) (Level 3) at Fair Value Fixed price swap assets $ – $ $ – $ Interest rate swap assets – – – – Basis swap assets – – Interest rate swap liabilities – – Basis swap liabilities – – Fixed price call option liabilities – – Total $ – $ $ $ December 31, 2014 Fair Value Measurements Using: Quoted Prices Significant in Active Other Significant Markets Observable Inputs Unobservable Inputs Assets (Liabilities) (Level 1) (Level 2) (Level 3) at Fair Value Fixed price swap assets $ – $ $ – $ Interest rate swap assets – – Basis swap assets – – Interest rate swap liabilities – – Basis swap liabilities – – Fixed price call option liabilities – – Total $ – $ $ $ The table below presents reconciliations for the change in net fair value of derivative assets and liabilities measured at fair value on a recurring basis using significant unobse rvable inputs (Level 3) for the three and nine months ended September 3 0 , 2015 and 2014. The fair values of Level 3 derivative instruments are estimated using proprietary valuation models that utilize both market observable and unobservable parameters. Level 3 instruments presented in the table consist of net derivatives valued using pricing models incorporating assumptions that, in the Company’s judgment, reflect reasonable assumptions a marketplace participant would have used as of September 3 0 , 2015 and September 3 0 , 2014. For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Balance at beginning of period $ $ $ $ Total gains (losses): Included in earnings Included in other comprehensive loss – – – – Purchases, issuances, and settlements: Purchases – – – – Issuances – – – – Settlements – – Transfers into/out of Level 3 – – – – Balance at end of period $ $ $ $ Change in gains (losses) included in earnings relating to derivatives still held as of September 30 $ $ $ $ |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt [Abstract] | |
Debt | ( 9 ) DEBT The c omponents of debt as of September 30 , 201 5 and December 31, 201 4 consisted of the following: September 30, December 31, 2015 2014 (in millions) Short-term debt: 7.15% Senior Notes due 2018 $ $ Variable rate ( 1.515% at December 31, 2014) bridge facility, due December 2015 (1) – Total short-term debt $ $ Long-term debt: Commercial paper ( 1 .266% at September 30, 2015) $ $ – Variable rate ( 1.664% and 1.515% at September 30, 2015 and December 31, 2014, respectively) unsecured revolving credit facility Variable rate ( 1.545% at December 31, 2014) term loan facility, due December 2016 (2) – 7.35% Senior Notes due 2017 7.125% Senior Notes due 2017 7.15% Senior Notes due 2018 3.3% Senior Notes due 2018 – 7.5% Senior Notes due 2018 4.05% Senior Notes due 2020 – 4.10% Senior Notes due 2022 4.95% Senior Notes due 2025 – Unamortized discount Total long-term debt $ $ Total debt $ $ (1) The bridge facility was repaid in full in January 2015 with proceeds from the issuance of $2.2 billion of long-term senior notes and $2.3 billion of common and mandatory convertible preferred stock. (2) The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility. Commercial Paper In April 2015, the Company entered into a commercial paper program. The Company may issue up to $2 billion in commercial paper under the program. However, outstanding borrowings from the commercial paper program combined with outstanding borrowings under the revolving credit facility may not exceed $2 billion. The commercial paper issuance may have terms of up to 397 days and will bear interest at rates agreed upon at the time of each issuance . The Company’s short-term corporate credit ratings are currently A-3 by Standard & Poor’s, P-3 by Moody’s and F3 by Fitch Investor Services. As of September 30, 2015, the Company had $520 million of outstanding issuance under its commercial paper program at an average rate of 1.266% . As the Company has the intent , if necessary, and ability to refinance the balance due with borrowings under its revolving credit facility, the $520 million outstanding under the commercial paper program was classified as long-term debt on the September 30, 2015 unaudited condensed consolidated balance sheet. Public Offering of Senior Notes In January 2015, the Company completed a public offering of $350 million aggregate principal amount of its 3.30% senior notes due 2018 (the “2018 Notes”), $850 million aggregate principal amount of its 4.05% senior notes due 2020 (the “2020 Notes”) and $1 billion aggregate principal amount of its 4.95% senior notes due 2025 (the “2025 Notes”), with net proceeds from the offering totaling approximately $2.2 billion after underwriting discounts and offering expenses. The Notes were sold to the public at a price of 99.949% of their face value for the 2018 Notes, 99.897% of their face value for the 2020 Notes and 99.782% of their face value for the 2025 Notes. The proceeds from this offering were used to repay the remaining principal and interest outstanding under the Company’s $4.5 billion 364 -day bridge term loan facility, which was first reduced with proceeds from the Company’s concurrent underwritten public offerings of common and preferred stock, and were also used to repay a portion of amounts outstanding under the Company’s revolving credit facility. As a result of this repayment, the Company expensed $47 million of short-term unamortized debt issuance costs related to the bridge facility in January 2015 recognized in other interest charges on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2015. Credit and Term Facilities The Company’s revolving credit facility, entered into in December 2013, provides a borrowing capacity of up to $ 2.0 billion and matures in December 2018 , with options for two one -year extensions with participating lender approval. The amount available under the revolving c re dit facility may be increased by $ 500 m illion upon the Company’s agreement with its participating lenders. The interest rate on the revolving c redit facility is calculated based upon the Company’s credit rating and is currently 150 basis points over the current LIBOR as of September 30, 2015. The revolving c redit f acility is unsecured and is not guaranteed by any subsidiaries of the Company. The revolving c redit facility contains covenants imposing certain restrictions on the Company , including a financial covenant under which Southwestern may not issue total debt in excess of 60 % of its total adjusted book capital. This financial covenant with respect to capitalization percentages excludes the effects of any full cost ceiling impairments, certain hedging activities and the Company’s pension and other postretire ment liabilities. As of September 30 , 201 5 , the Company was in compliance with the covenants of its revolving c redit f acility and other debt agreements. On December 19, 2014, the Company entered into a $500 million unsecured two -year term loan credit agreement with various lenders. The term loan facility, prior to its termination, required prepayment under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business. The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeast Pennsylvania gathering assets and borrowings under the Company’s revolving credit facility. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | (10) COMMITMENTS AND CONTINGENCIES Operating Commitments and Contingencies In the first quarter of 2010, the Company was awarded exclusive licenses by the Province of New Brunswick in Canada to conduct an exploration program covering approximately 2.5 million acres in the province. The licenses require the Company to make certain capital investments in New Brunswick of approximately $ 47 million Canadian dollars in the aggregate over the license periods. In order to obtain the licenses, the Company provided promissory notes payable on demand to the Minister of Finance of the Province of New Brunswick with an aggregate principal amount of $ 45 million Canadian dollars. The promissory notes secure the Company’s capital expenditure obligations under the licenses and are returnable to the Company to the extent the Company performs such obligations. If the Company fails to fully perform, the Minister of Finance may retain a portion of the applicable promissory notes in an amount equal to any deficiency. The Company commenced its Canada exploration program in 2010 and, as of September 30, 2015 has invested $ 45 million Canadian dollars, or $44 million US dollars, in New Brunswick towards the Company’s commitment, fully covering the promissory notes held by the Province of New Brunswick. No liability has been recognized in connection with the promissory notes due to the Company’s investmen ts in New Brunswick as of September 30, 2015 and its future investment plans. In December 2014, New Brunswick’s provincial government announced its intent to impose a moratorium on hydraulic fracturing in the province, and, on March 27, 2015, the provincial legislature approved enabling legislation. The Company has been granted an extension of its licenses . The provincial government has announced a list of conditions that must be met before the moratorium can be lifted, but because these conditions are subjective and the government has discretion whether to grant an extension, the Company cannot predict the duration of the moratorium or whether it will continue beyond the expiration of the licenses, as their terms have been, or in the future may be, extended . Unless and until the moratorium is lifted, the Company will not be able to continue with its program in New Brunswick. If the licenses expire be fore the moratorium is lifted or the Company can complete its program, the Company may be required to write off its investment. As of September 30, 2015, the Company’s contractual obligations for demand and similar charges under firm transportation and gathering agreements to guarantee access capacity on operational natural gas and liquids pipelines and gathering systems totaled approximately $ 8.8 billion , 36% of which related to access capacity on future pipeline and gathering infrastructure projects that still require the granting of regulatory approvals and additional construction efforts. The Company also had guarantee obligations of up to $ 605 million of that amount. Environmental Risk The Company is subject to laws and regulations relating to the protection of the environment. Environmental and cleanup related costs of a non-capital nature are accrued when it is both probable that a liability has been incurred and when the amount can be reasonably estimated. Management believes any future remediation or other compliance related costs will not have a material effect on the financial position or reported results of operations of the Company. Litigation The Company is subject to laws and regulations relating to the protection of the environment. The Company’s policy is to accrue environmental and cleanup related costs of a non-capital nature when it is both probable that a liability has been incurred and when the amount can be reasonably estimated. Management believes any future remediation or other compliance related costs will not have a material effect on our financial position, results of operations, and cash flows. Tovah Energy In February 2009, one of the Company’s subsidiaries was added as a defendant in a case then styled Tovah Energy, LLC and Toby Berry-Helfand v. David Michael Grimes, et, al., pending in the 273rd District Court in Shelby County, Texas. By the time of trial in December 2010, Ms. Berry-Helfand (the only remaining plaintiff) alleged that, in 2005, she provided our subsidiary with proprietary data regarding two prospects in the James Lime formation pursuant to a confidentiality agreement and that the Company’s subsidiary refused to return the proprietary data to the plaintiff, subsequently acquired leases based upon such proprietary data and profited therefrom. Among other things, she alleged various statutory and common law claims, including, but not limited to, claims of misappropriation of trade secrets, violation of the Texas Theft Liability Act, breach of fiduciary duty and confidential relationships, various fraud based claims and breach of contract, including a claim of breach of a purported right of first refusal on all interests acquired by our subsidiary between February 2005 and February 2006. She also sought disgorgement of the Company’s subsidiary’s profits. A former associate of the plaintiff intervened in the matter claiming to have helped develop the prospect years earlier. The jury found in favor of the plaintiff and the intervenor with respect to all of the statutory and common law claims and awarded $11 million in compensatory damages but no special, punitive or other damages. Separately, the jury determined that the Company’s subsidiary’s profits for purposes of disgorgement, if ordered as a remedy, were $382 million. (Disgorgement of profits is an equitable remedy determined by the judge, and it is within the judge’s discretion to award none, some or all of unlawfully obtained profits.) In August 2011, a judgment was entered pursuant to which the plaintiff and the intervenor were entitled to recover approximately $11 million in actual damages and approximately $24 million in disgorgement as well as prejudgment interest and attorneys’ fees, which currently are estimated to be up to $9 million, and all costs of court of the plaintiff and intervenor. Both sides appealed and in July 2013, the Tyler Court of Appeals ordered that (1) the judgment awarding the plaintiff and the intervenor $24 million as disgorgement of illicit gains be reversed and judgment rendered that they take nothing, (2) the award of $11 million for actual damages, insofar as it is based on the jury’s findings of breach of fiduciary duty, fraud, breach of contract, and theft of trade secret is reversed and judgment rendered that the plaintiff and the intervenor take nothing under those theories of recovery, (3) the award of $11 million to the plaintiff and the intervenor as damages for misappropriation of trade secret is affirmed, (4) the case be remanded to the trial court for a determination and award of attorney’s fees for the Company’s subsidiary as the prevailing party under the Texas Theft Liability Act, and (5) in all other respects, the judgment is affirmed. All parties petitioned for rehearing. The Tyler Court of Appeals denied rehearing in November 2013. The Company’s subsidiary filed a petition for review in the Supreme Court of Texas in February 2014. The plaintiff and the intervenor filed a cross-petition for review in April 2014, but conditioned their filing on the court’s granting the Company’s subsidiary’s petition for review; i.e., if the court denies the Company’s subsidiary’s petition for review, then the plaintiff and the intervenor are not seeking further review of the court of appeals’ judgment. The Supreme Court granted the parties’ petitions for review and heard oral argument on the case in October 2015 but has not yet issued a decision. Based on the Company’s understanding and judgment of the facts and merits of this case, including appellate matters, and after considering the advice of counsel, the Company has determined that, although reasonably possible, a materially adverse final outcome to this action is not probable. As such, the Company has not accrued any amounts with respect to this action. If the Supreme Court affirms all aspects of the court of appeals’ judgment, then the Company’s subsidiary would owe the $11 million in damages, plus interest and attorneys ’ fees, offset by any award of attorneys’ fees for its prevailing on the theft count. The Company’s assessment may change in the future depending on the Supreme Court’s decision , and such a re-assessment could lead to the determination that the potential liability is probable and could be material to the Company’s results of operations, financial position or cash flows. Arkansas Royalty Litigation The Company or certain of the Company’s subsidiaries are defendants in three cases, two filed in Arkansas state court in 2010 and 2013 and one in federal court in 2014, on behalf of putative classes of royalty owners on some of our leases located in Arkansas. The chief complaint in all three cases is that one of the Company’s subsidiaries underpaid the royalty owners by, among other things, deducting from royalty payments costs for gathering, transportation, and compression of natural gas in excess of what is permitted by the relevant leases. In September and October 2014 the judges in the two Arkansas state actions entered orders certifying classes of royalty owners who are citizens of Arkansas. The Company’s subsidiaries are appealing those orders. In October 2015, the court in the federal case conducted a hearing on the plaintiff's motion to certify a class of royalty owners not included in either of the two state cases. The Company and certain of its subsidiaries asserted that the federal court should not certify any class, but that, if it did, it should certify a broader class that would, among other things, encompass all cost-bearing royalty owners with leases for property in the Fayetteville Shale. The federal court has not yet ruled on this issue. Discovery regarding the plaintiffs’ theories of liability and amount of claimed damages is ongoing. None of the plaintiffs in any of the cases has specified the specific range of damages being sought, but each has presented two alternative damages theories. Under one theory, plaintiffs have asserted that obligations to affiliates are not “incurred” and therefore the exploration subsidiary was not entitled to deduct any post-production costs. Plaintiffs appear to contend that damages under this theory would be based on the aggregate amount deducted from royalty payments for gathering, treating, and compressing gas, which, based on discovery, could exceed $200 million. Under another theory, plaintiffs assert that the gathering and treating rates it deducted from royalty payments exceeded the affiliates’ actual costs or otherwise were not reasonable. The plaintiffs have not disclosed what they contend the appropriate rate is. In addition, in September 2015 three cases were filed in Arkansas state court on behalf of a total of 248 individually named plaintiffs. Each case asserts complaints that are in substance virtually identical to the above-described case. The Company and its subsidiaries have removed two of the cases to federal court, and those cases have been assigned to the court in which the above-described federal case is pending. Management believes that, in all of the above cases, the deductions from royalty payments as calculated are permitted and intends to defend the cases vigorously. The Company’s assessment may change in the future due to the occurrence of certain events, such as adverse judgments, and such a re-assessment could lead to the determination that the potential liability is probable and could be material to the Company’s results of operations, financial position or cash flows. Other The Company is subject to various other litigation, claims and proceedings that have arisen in the ordinary course of business, such as for alleged breaches of contract, miscalculation of royalties, and pollution, contamination or nuisance. Management believes that such litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on the Company’s financial position, results of operations or cash flows. Many of these matters are in early stages, so the allegations and the damage theories have not been fully developed, and are all subject to inherent uncertainties; therefore, Management’s view may change in the future. If an unfavorable final outcome were to occur, there exists the possibility of a material impact on the Company’s financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. Indemnifications The Company provides certain indemnifications in relation to dispositions of assets. These indemnifications typically relate to disputes, litigation or tax matters existing at the date of disposition. No liability has been recognized in connection with these indemnifications. |
Pension Plan And Other Postreti
Pension Plan And Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Pension Plan And Other Postretirement Benefits [Abstract] | |
Pension Plan And Other Postretirement Benefits | (11) PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS The Company has defined pension and postretirement benefit plans which cover substantially all of the Company’s employees. Net periodic pension costs include the following components for the three and nine months ended September 30, 2015 and 2014: Pension Benefits For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of prior service cost – – – – Amortization of net loss – – Net periodic benefit cost $ $ $ $ The Company’s postretirement benefit plan had a net periodic benefit cost of $ 1 , $1 , $3 and $2 million as of the three months ended September 30, 2015 and 2014, and nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, the Company has contributed $ 9 million to the pension plan and expects to contribute an additional $3 million to the pension plan in 2015. The Company maintains a non-qualified deferred compensation supplemental retirement savings plan (“Non-Qualified Plan”) for certain key employees who may elect to defer and contribute a portion of their compensation, as permitted by the plan. Shares of the Company’s common stock purchased under the terms of the Non-Qualified Plan are presented as treasury stock and totaled 45,990 shares at September 30, 2015 compared to 11,055 shares at December 31, 2014. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | (12) STOCK-BASED COMPENSATION The Company recognized the following amounts in employee stock-based compensation costs for the three and nine months ended September 30, 2015 and 2014: For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Stock-based compensation cost – expensed $ $ $ $ Stock-based compensation cost – capitalized $ $ $ $ As of September 30, 2015, there was $ 80 million of total unrecognized compensation cost related to the Company’s unvested stock option grants, restricted stock grants, and performance units. This cost is expected to be recognized over a weighted-average period of 2 years . The following table summarizes s tock option activity for the nine months ended September 30, 2015 and provides information for options outstanding an d options exercisable as of September 30, 2015: Weighted Average Number Exercise of Options Price (in thousands) (per share) Outstanding at December 31, 2014 $ Granted Exercised – – Forfeited or expired Outstanding at September 30, 2015 $ Exercisable at September 30, 2015 $ The following table summarizes restr icted stock activity for the nine months ended September 30, 2015 and provides information for unvested shares as of September 30, 2015: Weighted Average Number Grant Date of Shares Fair Value (in thousands) (per share) Unvested shares at December 31, 2014 $ Granted Vested Forfeited Unvested shares at September 30, 2015 $ The following table summarizes performance unit activity to be paid out in Company stock for the nine months ended September 30, 2015 and provides information for unvested units as o f September 30, 2015. The performance units include a market condition based on Relative Total Shareholder Return (“TSR”) and a performance condition based on the Company's Present Value Index (“PVI”), collectively the “Performance Measures .” The fair value of the TSR market condition of the performance units is based on a Monte Carlo model and is amortized to compensation expense on a straight-line basis over the vesting period of the award. The fair value of the PVI performance condition of the performance units is based on the economic analysis for each investment opportunity based upon the expected present value added for each dollar to be invested and amortized to compensation expense on a straight line basis over the vesting period of the award. The grant date fair value is calculated using the Performance Measures and the closing price of the Company’s common stock at the grant date. Weighted Average Number Grant Date of Units (1) Fair Value (in thousands) (per unit) Unvested units at December 31, 2014 $ Granted Vested – – Forfeited – – Unvested units at September 30, 2015 $ (1) T hese amounts reflect the number of performance units granted in thousands. The actual payout of shares may range from a minimum of zero shares to a maximum of two shares contingent upon the actual performance against the Performance Measures. Liability-Classified Performance Units Certain employees were provided performance units vesting equally over three years. The payout of these units is based on certain metrics, such as total shareholder return and reserve replacement efficiency, compared to a predetermined group of peer companies and Company goal s . At the end of each performance period, the value of the vested performance units, if any, is paid in cash. As of September 30, 2015 and December 31, 2014, the Company’s liability under the performance unit agreements was $ 24 million and $ 51 million, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Segment Information | (13) SEGMENT INFORMATION The Company’s reportable business segments have been identified based on the differences in products or services provided. Revenues for the E&P segment are derived from the production and sale of natural gas and liquids. The Midstream Services segment generates revenue through the marketing of both Company and third-party produced natural gas and liquids volumes and through gathering fees associated with the transportation of natural gas to market. Summarized financial information for the Company’s reportable segments is shown in the following table. The accounting policies of the segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of the 2014 Annual Report. Management evaluates the performance of its segments based on operating income, defined as operating revenues less operating costs. Income before income taxes, for the purpose of reconciling the operating income amount shown below to consolidated income before income taxes, is the sum of oper ating income, interest expense, gain (loss) on derivatives, and other income (loss). The “Other” column includes items not related to the Company’s reportable segments including real estate and corporate items. Exploration and Midstream Production Services Other Total (in millions) Three months ended September 30, 2015: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income (loss) – Gain on derivatives – – Depreciation, depletion and amortization – Impairment of natural gas and oil properties – – Provision (benefit) for income taxes (1 ) – Assets (2 ) Capital investments ( 3 ) – Three months ended September 30, 2014: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income – Gain (l oss ) on derivatives – Depreciation, depletion and amortization – Interest expense ( 1 ) Provision (benefit) for income taxes ( 1 ) Assets ( 2 ) Capital investments (3 ) Exploration and Midstream Production Services Other Total (in millions) Nine months ended September 30, 2015: Revenues from external customers $ $ $ $ Intersegment revenues – Operating income (loss) Other income, net – – Gain (loss) on derivatives – Depreciation, depletion and amortization – Impairment of natural gas and oil properties – – Interest expense (1 ) – Provision (benefit) for income taxes (1 ) Assets ( 2 ) Capital investments ( 3 ) Nine months ended September 30, 2014: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income (loss) Other income, net – – Loss on derivatives Depreciation, depletion and amortization – Interest expense ( 1 ) Provision (benefit) for income taxes ( 1 ) Assets ( 2 ) Capital investments (3 ) (1) Interest expense and the provision for income taxes by segment are allocated as they are incurred at the corporate level. (2) Other assets represent corporate assets not allocated to segments and assets for non-reportable segments. (3) Capital investments includes a $6 million increase and a $ 53 million increase for the three months ended September 30, 2015 and 2014, respectively, and a $5 million decrease and a $114 million increase for the nine months ended September 30, 2015 and 2014, respectively, relating to the change in accrued expenditures between periods. E&P capital for the nine month period ended September 30, 2015 includes approximately $516 million related to the WPX Property and Statoil Property Acquisitions. Midstream capital for the nine months ended September 30, 2015 includes approximately $119 million associated with the intangible asset related to the firm transportation acquired through the WPX Property Acquisition. Included in intersegment revenues of the Midstream Services segment are $ 414 million and $ 612 million for the three months ended September 30, 2015 and 2014, respectively, and $1.4 b illion and $2.2 billion for the nine months ended September 30, 2015 and 2014, respectively, for marketing of the Company’s E&P sales. Corporate assets include cash and cash equivalents, furniture and fixtures, prepaid debt and other costs. Corporate general and administrative costs, depreciation expense and taxes other than income are allocated to the segments. The Company’s E&P segment assets included $ 69 million and $ 78 million a t September 30, 2015 and 2014, respectively, related to the Company’s activities in Canada . |
New Accounting Pronouncements N
New Accounting Pronouncements Not Yet Adopted | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements Not Yet Adopted [Abstract] | |
New Accounting Pronouncements Not Yet Adopted | (14) NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Update 2014-09”), which seeks to provide clarity for recognizing revenue. Topic 606 Revenue from Contracts with Customers will supersede the revenue recognition requirement as in Topic 605 Revenue Recognition. Update 2014-09 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to those goods or services. Entities may apply the amendments in Update 2014-09 either (a) retrospectively to each reporting period presented, and the entity may elect a practical expedient per the update, or (b) retrospectively with the cumulative effect of initially applying Update 2014-09 recognized at the date of initial application – if an entity elects this transition method it also should provide the additional disclosures in reporting periods. In April 2015, the FASB proposed to delay the effective date one year. The proposal was approved in July 2015. For public entities, Update 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the provisions of Update 2014-09 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. In November 2014, the FASB issued Accounting Standards Update No. 2014-16, Derivatives and Hedging – Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (Subtopic 815-15) (“Update 2014-16”), addresses diversity in practice related to the determination of whether derivative features embedded in hybrid instruments issued in the form of a share should be bifurcated and accounted for separately. For public entities, Update 2014-16 is effective for annual reporting periods beginning after December 15, 2015 including interim periods within that reporting period. The Company is currently evaluating the provisions of Update 2014-16 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) (“Update 2015-03”), which seeks to simplify presentation of debt issuance costs. Update 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. Entities should apply the amendments in Update 2015-03 on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. In August 2015, the FASB issued Accounting Standards Update No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30) (“Update 2015-15”), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements. For public entities, Update 2015-03 and Update 2015-15 are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company is currently evaluating the provisions of Update 2015-03 and Update 2015-15 to assess the impact, if any, they may have on its consolidated results of operations, financial position or cash flows. In May 2015, the FASB issued Accounting Standards Update No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent) (“Update 2015-07”) , which amends ASC 820, Fair Value Measurement. The standard removes the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share practical expedient and removes certain related disclosure requirements. The amendments in Update 2015-07 are effective for reporting periods beginning after December 15, 2015, with early adoption permitted . The Company is currently evaluating the provisions of Update 2015-07 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Inventory (Topic 330) (“Update 2015-11”), which seeks to simplify the measurement of inventory. Update 2015-11 requires that an entity should measure inventory at the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, the amendments in Update 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of Update 2015-11 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. In July 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-12, which consists of three related parts: (1) Plan Accounting: Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Fully Benefit-Responsive Investment Contracts (“Part I”); (2) Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Plan Investment Disclosures (“Part II”); and (3) Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Measurement Date Practical Expedient (“Part III”). Part I requires (1) fully benefit-responsive investment contracts to be measured at contract value; and (2) an adjustment to reconcile contract value to fair value, when these measures differ, on the face of the plan financial statements. Part II eliminates the current requirement for both participant-directed investments and non-participant-directed investments to disclose individual investments representing 5% or more of net assets available for benefits, as well as the net appreciation or depreciation for investments by general type on a disaggregated basis. Part III permits plans to measure investments and investment-related accounts as of a month-end date that is closest to the plan’s fiscal year-end, when the fiscal period does not coincide with a month-end. The amendments in Update 2015-12 are effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the provisions of Update 2015-12 and assessing the impact, if any, it may have on its consolidated results of operations, financial position, or cash flows. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Business Combinations (Topic 805) (“Update 2015-16”), which seeks to reduce the complexity of amounts recognized in a business combination. The amendments in Update 2015-16 require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are det ermined. The amendments in Update 2015-16 require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisiti on date. The amendments in Update 2015-16 require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in Update 2015-16 are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company is currently evaluating the provisions of Update 2015-16 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. |
Acquisitions And Divestitures (
Acquisitions And Divestitures (Tables) - Chesapeake Property Acquisition [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
Summary Of Consideration Paid And Fair Value Of Assets Acquired And Liabilities Assumed | Consideration (in millions): Cash $ Recognized amounts of identifiable assets acquired and liabilities assumed: Assets acquired: Proved natural gas and oil properties Unproved natural gas and oil properties Other property and equipment Inventory Total assets acquired Liabilities assumed: Asset retirement obligations Other liabilities Total liabilities assumed $ |
Summary Of Consolidated Results Of Operations On Pro Forma Basis | For the three months ended For the nine months ended September 30, 2014 September 30, 2014 (unaudited) (in millions, except per share amounts) Revenues $ $ Net Income $ $ Earnings per common share: Basic $ $ Diluted $ $ |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Components Of Inventory | September 30, December 31, 2015 2014 (in millions) Tubulars and other equipment $ $ Natural gas in underground storage $ $ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share | For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions, except share/per share amounts) Net income (loss) $ $ $ $ Mandatory convertible preferred stock dividend – – Net income (loss) attributable to common stock Number of common shares: Weighted average outstanding Issued upon assumed exercise of outstanding stock options (1) – – Effect of issuance of non-vested restricted common stock (2) – – Effect of issuance of non-vested performance units (3) – – Effect of issuance of mandatory convertible preferred stock (4) – – – – Weighted average and potential dilutive outstanding Earnings (loss) per common share: Basic $ $ $ $ Diluted $ $ $ $ (1) Due to the net loss for the three and nine months ended September 30, 2015, options of 3,796,778 shares and 3,778,140 shares, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. For the three and nine months ended September 30, 2014, options of 1,254,842 shares and 1,111,128 shares, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. (2) Due to the net loss for the three and nine months ended September 30, 2015 , 1,469,380 shares and 1,472,379 shares, respectively, of restricted stock were antidilutive and excluded from the calculation of diluted earnings per share. For the three and nine months ended September 30, 2014, 27,916 shares and 24,215 shares, respectively, of restricted stock were antidilutive and excluded from the calculation of diluted earnings per share. (3) Due to the net loss for the three and nine months ended September 30 , 2015, 89,802 shares and 135,836 shares , respectively, of performance units were antidilutive and excluded from the calculation of diluted earnings per share. (4) Due to the net loss for the three and nine months ended September 30, 2015 , 74,999,895 and 69,505,397 of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock, respectively, were antidilutive and excluded from the calculation of diluted earnings per share. |
Derivatives And Risk Manageme26
Derivatives And Risk Management (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivatives And Risk Management [Abstract] | |
Balance Sheet Classification Of Derivative Financial Instruments | Derivative Assets September 30, 2015 December 31, 2014 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value (in millions) Derivatives designated as hedging instruments: Fixed price swaps Derivative assets $ Derivative assets $ Total derivatives designated as hedging instruments $ $ Derivatives not designated as hedging instruments: Basis swaps Derivative assets $ Derivative assets $ Fixed price swaps Derivative assets Derivative assets Basis swaps Other long-term assets – Other long-term assets Interest rate swaps Other long-term assets – Other long-term assets Total derivatives not designated as hedging instruments $ $ Total derivative assets $ $ Derivative Liabilities September 30, 2015 December 31, 2014 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value (in millions) Derivatives not designated as hedging instruments: Basis swaps Derivative liabilities $ Derivative liabilities $ Fixed price call options Derivative liabilities – Derivative liabilities Interest rate swaps Derivative liabilities Derivative liabilities Basis swaps Other long-term liabilities – Other long-term liabilities Fixed price call options Other long-term liabilities Other long-term liabilities Interest rate swaps Other long-term liabilities Other long-term liabilities Total derivatives not designated as hedging instruments $ $ Total derivative liabilities $ $ |
Schedule Of Derivative Instruments, Volumes Of Natural Gas Production | Year Fixed price swaps designated for hedge accounting Fixed price swaps not designated for hedge accounting Total Weighted Average Swap Price ($/MMBtu) (1) 2015 30 30 60 $4.40 (1) The weighted average swap price is $4.40 for each category and in total. |
Summary Of Before Tax Effect Of Cash Flow Hedges On Consolidated Financial Statements | Gain (Loss) Recognized in Other Comprehensive Loss (Effective Portion) For the three months ended For the nine months ended September 30, September 30, Derivative Instrument 2015 2014 2015 2014 (in millions) Fixed price swaps $ $ $ $ Classification of Gain (Loss) Gain (Loss) Reclassified from Accumulated Reclassified from Other Comprehensive Income Accumulated Other into Earnings (Effective Portion) Comprehensive Income For the three months ended For the nine months ended into Earnings September 30, September 30, Derivative Instrument (Effective Portion) 2015 2014 2015 2014 (in millions) Fixed price swaps Gas sales $ $ $ $ |
Summary Of Before Tax Effect Of Fair Value Hedges Not Designated For Hedge Accounting | Gain (Loss) on Derivatives Excluding Derivatives, Settled Recognized in Earnings Consolidated Statement of Operations For the three months ended For the nine month s ended Classification of Gain (Loss) on September 30, September 30, Derivative Instrument Derivatives, Net of Settlement 2015 2014 2015 2014 (in millions) Basis swaps Gain (Loss) on Derivatives $ $ $ $ Fixed price call options Gain (Loss) on Derivatives $ $ $ $ Fixed price swaps Gain (Loss) on Derivatives $ $ $ $ Interest rate swaps Gain (Loss) on Derivatives $ $ $ $ Gain (Loss) on Derivatives, Settled (1) Recognized in Earnings Consolidated Statement of Operations For the three months ended For the nine months ended Classification of Gain (Loss) September 30, September 30, Derivative Instrument on Derivatives, Settled (1) 2015 2014 2015 2014 (in millions) Basis swaps Gain (Loss) on Derivatives $ – $ $ $ – Fixed price swaps Gain (Loss) on Derivatives $ $ $ $ Interest rate swaps Gain (Loss) on Derivatives $ – $ – $ $ (1) The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that have settled within the period reported. |
Reclassification From Accumul27
Reclassification From Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Reclassification From Accumulated Other Comprehensive Income [Abstract] | |
Components Of Accumulated Other Comprehensive Income (Loss) | For the nine months ended September 30, 2015 (in millions) (1) Cash Flow Hedges Pension and Other Postretirement Foreign Currency Total Beginning balance at December 31, 2014 $ $ $ $ Other comprehensive income (loss) before reclassifications – Amounts reclassified from /to other comprehensive income ( loss ) (2) – Net current period other comprehensive income ( loss ) Ending balance at September 30, 2015 $ $ $ $ (1) All amounts are net of tax. (2) See separate table below for details about these reclassifications . |
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Details about Accumulated Other Comprehensive Income Affected Line Item in the Consolidated Statement of Operations Amount Reclassified from/to Accumulated Other Comprehensive Income For the nine months ended September 30, 2015 (in millions) Cash flow hedges Settlements Gas sales $ Ineffectiveness Gain (Loss) on Derivatives Provision (Benefit) for Income Taxes Net Income (Loss) $ Pension and other postretirement Amortization of prior service cost and net loss (1) General and administrative expenses $ Provision (Benefit) for Income Taxes Net Income (Loss) $ Total reclassifications for the period Net Income (Loss) $ (1) See Note 1 1 for additional details regarding the Company’s retirement and employee benefit plans. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Carrying Amount And Estimated Fair Values Of Financial Instruments | September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value (in millions) Cash and cash equivalents $ $ $ $ Credit facility $ $ $ $ Commercial paper $ $ $ – $ – Term loan facility (1) $ – $ – $ $ Bridge facility (2) $ – $ – $ $ Senior notes $ $ $ $ Derivative instruments, net $ $ $ $ (1) The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility. (2) The bridge facility was repaid in full in January 2015 with proceeds from the issuance of $2.2 billion of long-term senior notes and the $2.3 billion issuance of common and preferred stock. |
Summary Assets And Liabilities Measured At Fair Value On Recurring Basis | September 30, 2015 Fair Value Measurements Using: Quoted Prices Significant Significant in Active Other Unobservable Markets Observable Inputs Inputs Assets (Liabilities) (Level 1) (Level 2) (Level 3) at Fair Value Fixed price swap assets $ – $ $ – $ Interest rate swap assets – – – – Basis swap assets – – Interest rate swap liabilities – – Basis swap liabilities – – Fixed price call option liabilities – – Total $ – $ $ $ December 31, 2014 Fair Value Measurements Using: Quoted Prices Significant in Active Other Significant Markets Observable Inputs Unobservable Inputs Assets (Liabilities) (Level 1) (Level 2) (Level 3) at Fair Value Fixed price swap assets $ – $ $ – $ Interest rate swap assets – – Basis swap assets – – Interest rate swap liabilities – – Basis swap liabilities – – Fixed price call option liabilities – – Total $ – $ $ $ |
Reconciliations For Change In Net Fair Value Of Derivative Assets And Liabilities Measured At Fair Value On A Recurring Basis Using Significant Unobservable Inputs (Level 3) | For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Balance at beginning of period $ $ $ $ Total gains (losses): Included in earnings Included in other comprehensive loss – – – – Purchases, issuances, and settlements: Purchases – – – – Issuances – – – – Settlements – – Transfers into/out of Level 3 – – – – Balance at end of period $ $ $ $ Change in gains (losses) included in earnings relating to derivatives still held as of September 30 $ $ $ $ |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt [Abstract] | |
Components Of Debt | September 30, December 31, 2015 2014 (in millions) Short-term debt: 7.15% Senior Notes due 2018 $ $ Variable rate ( 1.515% at December 31, 2014) bridge facility, due December 2015 (1) – Total short-term debt $ $ Long-term debt: Commercial paper ( 1 .266% at September 30, 2015) $ $ – Variable rate ( 1.664% and 1.515% at September 30, 2015 and December 31, 2014, respectively) unsecured revolving credit facility Variable rate ( 1.545% at December 31, 2014) term loan facility, due December 2016 (2) – 7.35% Senior Notes due 2017 7.125% Senior Notes due 2017 7.15% Senior Notes due 2018 3.3% Senior Notes due 2018 – 7.5% Senior Notes due 2018 4.05% Senior Notes due 2020 – 4.10% Senior Notes due 2022 4.95% Senior Notes due 2025 – Unamortized discount Total long-term debt $ $ Total debt $ $ (1) The bridge facility was repaid in full in January 2015 with proceeds from the issuance of $2.2 billion of long-term senior notes and $2.3 billion of common and mandatory convertible preferred stock. (2) The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility. |
Pension Plan And Other Postre30
Pension Plan And Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Pension Plan And Other Postretirement Benefits [Abstract] | |
Net Periodic Pension And Other Postretirement Benefit Costs | Pension Benefits For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Service cost $ $ $ $ Interest cost Expected return on plan assets Amortization of prior service cost – – – – Amortization of net loss – – Net periodic benefit cost $ $ $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Schedule Of Stock-Based Compensation Costs | For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) Stock-based compensation cost – expensed $ $ $ $ Stock-based compensation cost – capitalized $ $ $ $ |
Summary Of Stock Option Activity | Weighted Average Number Exercise of Options Price (in thousands) (per share) Outstanding at December 31, 2014 $ Granted Exercised – – Forfeited or expired Outstanding at September 30, 2015 $ Exercisable at September 30, 2015 $ |
Summary Of Restricted Stock Activity | Weighted Average Number Grant Date of Shares Fair Value (in thousands) (per share) Unvested shares at December 31, 2014 $ Granted Vested Forfeited Unvested shares at September 30, 2015 $ |
Summary Of Performance Unit Activity | Weighted Average Number Grant Date of Units (1) Fair Value (in thousands) (per unit) Unvested units at December 31, 2014 $ Granted Vested – – Forfeited – – Unvested units at September 30, 2015 $ (1) T hese amounts reflect the number of performance units granted in thousands. The actual payout of shares may range from a minimum of zero shares to a maximum of two shares contingent upon the actual performance against the Performance Measures. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Summary Financial Information For Company's Reportable Segments | Exploration and Midstream Production Services Other Total (in millions) Three months ended September 30, 2015: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income (loss) – Gain on derivatives – – Depreciation, depletion and amortization – Impairment of natural gas and oil properties – – Provision (benefit) for income taxes (1 ) – Assets (2 ) Capital investments ( 3 ) – Three months ended September 30, 2014: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income – Gain (l oss ) on derivatives – Depreciation, depletion and amortization – Interest expense ( 1 ) Provision (benefit) for income taxes ( 1 ) Assets ( 2 ) Capital investments (3 ) Exploration and Midstream Production Services Other Total (in millions) Nine months ended September 30, 2015: Revenues from external customers $ $ $ $ Intersegment revenues – Operating income (loss) Other income, net – – Gain (loss) on derivatives – Depreciation, depletion and amortization – Impairment of natural gas and oil properties – – Interest expense (1 ) – Provision (benefit) for income taxes (1 ) Assets ( 2 ) Capital investments ( 3 ) Nine months ended September 30, 2014: Revenues from external customers $ $ $ – $ Intersegment revenues – Operating income (loss) Other income, net – – Loss on derivatives Depreciation, depletion and amortization – Interest expense ( 1 ) Provision (benefit) for income taxes ( 1 ) Assets ( 2 ) Capital investments (3 ) (1) Interest expense and the provision for income taxes by segment are allocated as they are incurred at the corporate level. (2) Other assets represent corporate assets not allocated to segments and assets for non-reportable segments. (3) Capital investments includes a $6 million increase and a $ 53 million increase for the three months ended September 30, 2015 and 2014, respectively, and a $5 million decrease and a $114 million increase for the nine months ended September 30, 2015 and 2014, respectively, relating to the change in accrued expenditures between periods. E&P capital for the nine month period ended September 30, 2015 includes approximately $516 million related to the WPX Property and Statoil Property Acquisitions. Midstream capital for the nine months ended September 30, 2015 includes approximately $119 million associated with the intangible asset related to the firm transportation acquired through the WPX Property Acquisition. |
Acquisitions And Divestitures33
Acquisitions And Divestitures (Narrative) (Details) $ in Millions | Dec. 22, 2014USD ($)a | Dec. 19, 2014USD ($) | May. 31, 2015USD ($) | Apr. 30, 2015USD ($)miMMcf | Jan. 31, 2015USD ($)aMMcf | Dec. 31, 2014USD ($)itemMMcf | Sep. 30, 2014USD ($)a | Sep. 30, 2015 | Dec. 31, 2014USD ($)MMcf |
Bridge Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Maturity date, month and year | 2015-12 | ||||||||
Bridge loan | $ 4,500 | $ 4,500 | |||||||
Debt instrument, term | 364 days | 364 days | |||||||
Debt issuance costs | $ 47 | ||||||||
Unsecured Debt [Member] | Term Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Loans payable | $ 500 | $ 500 | $ 500 | ||||||
Maturity date, month and year | 2016-12 | ||||||||
Debt instrument, term | 2 years | ||||||||
WPX Property Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land purchased | a | 46,700 | ||||||||
Cash consideration | $ 270 | ||||||||
Net production per day of acreage sold in MMcf | MMcf | 50 | 50 | |||||||
Number of horizontal wells operated | item | 63 | ||||||||
Firm transportation capacity assumed, per day | MMcf | 260 | ||||||||
Allocated to natural gas and oil properties | $ 151 | ||||||||
Allocated to intangible assets | $ 119 | ||||||||
Statoil Property Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land purchased | a | 30,000 | ||||||||
Allocated to natural gas and oil properties | $ 365 | ||||||||
Percentage of interest acquired | 20.00% | ||||||||
Cost to acquire property | $ 365 | ||||||||
Chesapeake Property Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land purchased | a | 413,000 | ||||||||
Cash consideration | $ 4,959 | ||||||||
East Texas and Arkoma Basin [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of oil and gas property and equipment | $ 214 | ||||||||
Reduction in capitalized costs relating to proceeds | $ (206) | ||||||||
Bradford And Lycoming Counties, Pennsylvania [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from sale of oil and gas property and equipment | $ 489 | ||||||||
Gain on sale of property | 283 | ||||||||
Net book value | $ 206 | ||||||||
Number of miles of natural gas gathering pipeline | mi | 100 | ||||||||
Pipeline capacity per day | MMcf | 600 | ||||||||
Niobrara Formation In Colorado [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of land purchased | a | 380,000 | ||||||||
Cost to acquire property | $ 215 |
Acquisitions And Divestitures34
Acquisitions And Divestitures (Summary Of Consideration Paid And Fair Value Of Assets Acquired And Liabilities Assumed) (Details) - Chesapeake Property Acquisition [Member] $ in Millions | Dec. 22, 2014USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 4,959 |
Proved natural gas and oil properties | 1,418 |
Unproved natural gas and oil properties | 3,574 |
Other property and equipment | 33 |
Inventory | 3 |
Total assets acquired | 5,028 |
Asset retirement obligations | (42) |
Other liabilities | (27) |
Total liabilities assumed | (69) |
Total assets acquired and liabilities assumed | $ 4,959 |
Acquisitions And Divestitures35
Acquisitions And Divestitures (Summary Of Consolidated Results Of Operations On Pro Forma Basis) (Details) - Chesapeake Property Acquisition [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 1,019 | $ 3,416 |
Net Income | $ 234 | $ 720 |
Basic | $ 0.46 | $ 1.43 |
Diluted | $ 0.45 | $ 1.42 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Tubulars and other equipment | $ 31 | $ 33 |
Natural gas in underground storage | $ 2 | $ 4 |
Natural Gas And Oil Properties
Natural Gas And Oil Properties (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015USD ($)$ / MMBTU$ / bbl | Sep. 30, 2014USD ($)$ / MMBTU$ / bbl | Jun. 30, 2015USD ($) | |
Capitalized Costs of Unproved Properties Excluded from Amortization [Line Items] | |||
Discount rate of natural gas and oil reserves | 10.00% | ||
Cash flow hedges impact on ceiling value, net of tax | $ 40 | $ 14 | |
Impairment of natural gas and oil properties, net of tax | $ 1,746 | $ 944 | |
Natural Gas [Member] | Henry Hub [Member] | |||
Capitalized Costs of Unproved Properties Excluded from Amortization [Line Items] | |||
Full cost ceiling test, price | $ / MMBTU | 3.06 | 4.24 | |
Oil [Member] | West Texas Intermediate [Member] | |||
Capitalized Costs of Unproved Properties Excluded from Amortization [Line Items] | |||
Full cost ceiling test, price | $ / bbl | 55.73 | 95.56 | |
NGL [Member] | |||
Capitalized Costs of Unproved Properties Excluded from Amortization [Line Items] | |||
Full cost ceiling test, price | $ / bbl | 8.62 | 36.70 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Sep. 30, 2015$ / sharesshares | Dec. 31, 2014USD ($) | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Proceeds from issuance of shares | $ | $ 2,300 | |||
Bridge Loan [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Bridge loan | $ | $ 4,500 | $ 4,500 | ||
Debt instrument, term | 364 days | 364 days | ||
Common Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued | 30,000,000 | |||
Share price | $ / shares | $ 23 | |||
Proceeds from issuance of shares | $ | $ 669 | |||
Depositary Shares [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued | 34,500,000 | |||
Proceeds from issuance of shares | $ | $ 1,700 | |||
Depositary shares conversion rate | 0.05 | |||
Liquidation preference per share | $ / shares | $ 50 | |||
Series B Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Liquidation preference per share | $ / shares | $ 1,000 | $ 1,000 | ||
Trading day period | 20 days | |||
Senior Notes [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Proceeds from issuance of debt | $ | $ 2,200 | |||
Minimum [Member] | Depositary Shares [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued upon conversion | 1.85014 | |||
Minimum [Member] | Series B Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued upon conversion | 37.0028 | |||
Maximum [Member] | Depositary Shares [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued upon conversion | 2.17391 | |||
Maximum [Member] | Series B Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares issued upon conversion | 43.4782 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ (1,739) | $ 211 | $ (2,449) | $ 612 |
Mandatory convertible preferred stock dividend | 27 | 79 | ||
Net Income (Loss) Attributable to Common Stock | $ (1,766) | $ 211 | $ (2,528) | $ 612 |
Number of common shares, Weighted average outstanding | 382,098,080 | 351,457,043 | 379,909,748 | 351,357,913 |
Number of common shares: Issued upon assumed exercise of outstanding stock options | 235,944 | 354,940 | ||
Number of common shares: Effect of issuance of non-vested restricted common stock | 514,668 | 484,786 | ||
Number of common shares: Effect of issuance of non-vested performance units | 119,595 | 136,907 | ||
Number of common shares: Effect of issuance of mandatory convertible preferred stock | ||||
Number of common shares, Weighted average and potential dilutive outstanding | 382,098,080 | 352,327,250 | 379,909,748 | 352,334,546 |
Basic | $ (4.62) | $ 0.60 | $ (6.65) | $ 1.74 |
Diluted | $ (4.62) | $ 0.60 | $ (6.65) | $ 1.74 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 3,796,778 | 1,254,842 | 3,778,140 | 1,111,128 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 1,469,380 | 27,916 | 1,472,379 | 24,215 |
Performance Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 89,802 | 135,836 | ||
Mandatory Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 74,999,895 | 69,505,397 |
Derivatives And Risk Manageme40
Derivatives And Risk Management (Narrative) (Details) $ in Millions, ft³ in Billions | 9 Months Ended |
Sep. 30, 2015USD ($)ft³ | |
Derivative [Line Items] | |
Accumulated other comprehensive income, net gain related to hedging activities | $ | $ 31 |
Deferred income tax liability, accumulated other comprehensive income | $ | 23 |
Cash flow hedge after-tax net gain to be transferred from accumulated other comprehensive income to earnings during the next twelve months | $ | $ 31 |
2015 Fixed Price Swaps [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 60 |
Interest Rate Swaps [Member] | |
Derivative [Line Items] | |
Notional amount | $ | $ 170 |
Not Designated as Hedging Instrument [Member] | 2015 Basis Swaps [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 4 |
Not Designated as Hedging Instrument [Member] | 2016 Basis Swaps [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 4 |
Not Designated as Hedging Instrument [Member] | 2015 Fixed Price Call Options [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 50 |
Not Designated as Hedging Instrument [Member] | 2016 Fixed Price Call Options [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 120 |
Not Designated as Hedging Instrument [Member] | 2015 Fixed Price Swaps [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 30 |
Maximum [Member] | Not Designated as Hedging Instrument [Member] | 2015 Floating Price Swaps [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 1 |
Derivatives And Risk Manageme41
Derivatives And Risk Management (Balance Sheet Classification Of Derivative Financial Instruments) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 112 | $ 339 |
Derivative liabilities | 11 | 23 |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 55 | 165 |
Designated as Hedging Instrument [Member] | Fixed Price Swaps [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 55 | 165 |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 57 | 174 |
Derivative liabilities | 11 | 23 |
Not Designated as Hedging Instrument [Member] | Fixed Price Swaps [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 54 | 163 |
Not Designated as Hedging Instrument [Member] | Basis Swaps [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 3 | 9 |
Not Designated as Hedging Instrument [Member] | Basis Swaps [Member] | Other Long-Term Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | |
Not Designated as Hedging Instrument [Member] | Basis Swaps [Member] | Derivative Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 4 |
Not Designated as Hedging Instrument [Member] | Basis Swaps [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Other Long-Term Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Derivative Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 3 |
Not Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 4 | 2 |
Not Designated as Hedging Instrument [Member] | Fixed Price Call Options [Member] | Derivative Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | |
Not Designated as Hedging Instrument [Member] | Fixed Price Call Options [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 1 | $ 10 |
Derivatives And Risk Manageme42
Derivatives And Risk Management (Schedule Of Derivative Instruments, Volumes Of Natural Gas Production) (Details) - 2015 Fixed Price Swaps [Member] ft³ in Billions | 9 Months Ended |
Sep. 30, 2015$ / MMBTUft³ | |
Derivative [Line Items] | |
Volume of natural gas production | 60 |
Weighted average swap price | $ / MMBTU | 4.40 |
Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 30 |
Not Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Volume of natural gas production | 30 |
Derivatives And Risk Manageme43
Derivatives And Risk Management (Summary Of Before Tax Effect Of Cash Flow Hedges On Consolidated Financial Statements) (Details) - Fixed Price Swaps [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income, Effective Portion | $ 14 | $ 80 | $ 35 | $ (2) |
Gas Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings, Effective Portion | $ 50 | $ 18 | $ 145 | $ (48) |
Derivatives And Risk Manageme44
Derivatives And Risk Management (Summary Of Before Tax Effect Of Fair Value Hedges Not Designated For Hedge Accounting) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basis Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) on Derivatives, Excluding Derivatives, Settled | $ 1 | $ (3) | $ (4) | $ (16) |
Derivative Instruments, Gain (Loss) on Derivatives, Settled | 9 | (6) | ||
Fixed Price Call Options [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) on Derivatives, Excluding Derivatives, Settled | 3 | 11 | 11 | (11) |
Fixed Price Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) on Derivatives, Excluding Derivatives, Settled | (37) | 45 | (110) | 24 |
Derivative Instruments, Gain (Loss) on Derivatives, Settled | 49 | 15 | 143 | (21) |
Interest Rate Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) on Derivatives, Excluding Derivatives, Settled | $ (1) | $ 1 | (2) | (4) |
Derivative Instruments, Gain (Loss) on Derivatives, Settled | $ (2) | $ (1) |
Reclassification From Accumul45
Reclassification From Accumulated Other Comprehensive Income (Components Of Accumulated Other Comprehensive Income (Loss)) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance at December 31, 2014 | $ 62 |
Other comprehensive income (loss) before reclassifications | 12 |
Amounts reclassified from/to other comprehensive income (loss) | (87) |
Net current-period other comprehensive income (loss) | (75) |
Ending balance at September 30, 2015 | (13) |
Cash Flow Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance at December 31, 2014 | 98 |
Other comprehensive income (loss) before reclassifications | 21 |
Amounts reclassified from/to other comprehensive income (loss) | (88) |
Net current-period other comprehensive income (loss) | (67) |
Ending balance at September 30, 2015 | 31 |
Pension And Other Postretirement [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance at December 31, 2014 | $ (24) |
Other comprehensive income (loss) before reclassifications | |
Amounts reclassified from/to other comprehensive income (loss) | $ 1 |
Net current-period other comprehensive income (loss) | 1 |
Ending balance at September 30, 2015 | (23) |
Foreign Currency [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance at December 31, 2014 | (12) |
Other comprehensive income (loss) before reclassifications | $ (9) |
Amounts reclassified from/to other comprehensive income (loss) | |
Net current-period other comprehensive income (loss) | $ (9) |
Ending balance at September 30, 2015 | $ (21) |
Reclassification From Accumul46
Reclassification From Accumulated Other Comprehensive Income (Amounts Reclassified From Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gas sales | $ 458 | $ 645 | $ 1,540 | $ 2,155 |
Gain (loss) on derivatives | 15 | 78 | 30 | (29) |
General and administrative expenses | 60 | 54 | 188 | 162 |
Provision (benefit) for income taxes | (1,088) | 140 | (1,532) | 409 |
Net Income (Loss) | $ (1,739) | $ 211 | (2,449) | $ 612 |
Reclassification from/to Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net Income (Loss) | (87) | |||
Cash Flow Hedges [Member] | Reclassification from/to Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Provision (benefit) for income taxes | (56) | |||
Net Income (Loss) | (88) | |||
Cash Flow Hedges [Member] | Reclassification from/to Accumulated Other Comprehensive Income [Member] | Settlements [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gas sales | (145) | |||
Cash Flow Hedges [Member] | Reclassification from/to Accumulated Other Comprehensive Income [Member] | Ineffectiveness [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Gain (loss) on derivatives | 1 | |||
Pension And Other Postretirement [Member] | Reclassification from/to Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
General and administrative expenses | 2 | |||
Provision (benefit) for income taxes | 1 | |||
Net Income (Loss) | $ 1 |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Amount And Estimated Fair Values Of Financial Instruments) (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jan. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative instruments | $ 101 | $ 316 | |
Proceeds from issuance of shares | $ 2,300 | ||
Carrying Amount [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 15 | 53 | |
Credit facility | 280 | 300 | |
Commercial paper | 520 | ||
Derivative instruments | 101 | 316 | |
Carrying Amount [Member] | Bridge Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans | 4,500 | ||
Fair Value [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 15 | 53 | |
Credit facility | 280 | 300 | |
Commercial paper | 520 | ||
Derivative instruments | 101 | 316 | |
Fair Value [Member] | Bridge Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans | 4,500 | ||
Unsecured Debt [Member] | Carrying Amount [Member] | Term Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans | 500 | ||
Unsecured Debt [Member] | Fair Value [Member] | Term Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loans | 500 | ||
Senior Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Proceeds from issuance of debt | $ 2,200 | ||
Senior Notes [Member] | Carrying Amount [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 3,864 | 1,667 | |
Senior Notes [Member] | Fair Value [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | $ 3,716 | $ 1,751 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 101 | $ 316 |
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Significant Observable Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 102 | $ 324 |
Significant Unobservable Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (1) | (8) |
Fixed Price Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 109 | $ 328 |
Fixed Price Swaps [Member] | Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Fixed Price Swaps [Member] | Significant Observable Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 109 | $ 328 |
Basis Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3 | 10 |
Derivative liabilities | $ (3) | $ (6) |
Basis Swaps [Member] | Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Derivative liabilities | ||
Basis Swaps [Member] | Significant Unobservable Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 3 | $ 10 |
Derivative liabilities | (3) | (6) |
Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1 | |
Derivative liabilities | $ (7) | $ (5) |
Interest Rate Swaps [Member] | Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Derivative liabilities | ||
Interest Rate Swaps [Member] | Significant Observable Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 1 | |
Derivative liabilities | $ (7) | (5) |
Fixed Price Call Options [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (1) | $ (12) |
Fixed Price Call Options [Member] | Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Fixed Price Call Options [Member] | Significant Unobservable Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (1) | $ (12) |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliations For Change In Net Fair Value Of Derivative Assets And Liabilities Measured At Fair Value On A Recurring Basis Using Significant Unobservable Inputs (Level 3)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Measurements [Abstract] | ||||
Balance at beginning of period | $ (5) | $ (55) | $ (8) | $ (19) |
Included in earnings | $ 4 | $ 18 | $ 1 | $ (27) |
Included in other comprehensive loss | ||||
Purchases, issuances, and settlements: | ||||
Purchases | ||||
Issuances | ||||
Settlements | $ (9) | $ 6 | ||
Transfers into/out of Level 3 | ||||
Balance at end of period | $ (1) | $ (46) | $ (1) | $ (46) |
Change in gains (losses) included in earnings relating to derivatives still held as of September 30 | $ 4 | $ 9 | $ 7 | $ (27) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Millions | Dec. 19, 2014USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($)item | Dec. 31, 2014USD ($) |
Commercial Paper And Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 2,000 | ||||
Unsecured Debt [Member] | Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Unsecured revolving credit facility, borrowing capacity | $ 2,000 | ||||
Unsecured revolving credit facility, maturity date | Dec. 1, 2018 | ||||
Number of extension options | item | 2 | ||||
Extension term | 1 year | ||||
Unsecured revolving credit facility, increase in current borrowing capacity potential | $ 500 | ||||
Debt percentage of adjusted book capital structure covenant | 60.00% | ||||
Unsecured Debt [Member] | Credit Facility [Member] | Over LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis points | 1.50% | ||||
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of debt | $ 2,200 | ||||
Commercial Paper [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 2,000 | ||||
Commercial paper | $ 520 | ||||
Variable interest rate | 1.266% | ||||
Commercial Paper [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 397 days | ||||
Bridge Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1.515% | ||||
Bridge loan | $ 4,500 | $ 4,500 | |||
Debt instrument, term | 364 days | 364 days | |||
Debt issuance costs | 47 | ||||
Term Loan [Member] | Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 1.545% | ||||
Debt instrument, term | 2 years | ||||
Loans payable | $ 500 | $ 500 | $ 500 | ||
3.3% Senior Notes due 2018 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 350 | $ 350 | |||
Stated interest rate | 3.30% | 3.30% | |||
Maturity date, year | 2,018 | 2,018 | |||
Percentage of face amount, sold to public | 99.949% | ||||
4.05% Senior Notes due 2020 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 850 | $ 850 | |||
Stated interest rate | 4.05% | 4.05% | |||
Maturity date, year | 2,020 | 2,020 | |||
Percentage of face amount, sold to public | 99.897% | ||||
4.95% Senior Notes due 2025 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 1,000 | $ 1,000 | |||
Stated interest rate | 4.95% | 4.95% | |||
Maturity date, year | 2,025 | 2,025 | |||
Percentage of face amount, sold to public | 99.782% |
Debt (Components Of Debt) (Deta
Debt (Components Of Debt) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 19, 2014 | |
Debt Instrument [Line Items] | ||||
Total short-term debt | $ 1 | $ 4,501 | ||
Unamortized discount | (4) | (1) | ||
Long-term debt | 4,663 | 2,466 | ||
Total debt | 4,664 | 6,967 | ||
Proceeds from issuance of shares | $ 2,300 | |||
Senior Notes [Member] | 7.15% Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 1 | 1 | ||
Stated interest rate | 7.15% | |||
Maturity date, year | 2,018 | |||
Bridge Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Variable rate (1.515% at December 31, 2014) bridge facility, due December 2015 | $ 4,500 | |||
Maturity date, month and year | 2015-12 | |||
Variable interest rate | 1.515% | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | 2,200 | |||
Senior Notes [Member] | 7.35% Senior Notes due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 15 | $ 15 | ||
Stated interest rate | 7.35% | |||
Maturity date, year | 2,017 | |||
Senior Notes [Member] | 7.125% Senior Notes due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 25 | 25 | ||
Stated interest rate | 7.125% | |||
Maturity date, year | 2,017 | |||
Senior Notes [Member] | 7.15% Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 27 | 27 | ||
Stated interest rate | 7.15% | |||
Maturity date, year | 2,018 | |||
Senior Notes [Member] | 3.3% Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 350 | $ 350 | ||
Stated interest rate | 3.30% | 3.30% | ||
Maturity date, year | 2,018 | 2,018 | ||
Senior Notes [Member] | 7.5% Senior Notes due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 600 | 600 | ||
Stated interest rate | 7.50% | |||
Maturity date, year | 2,018 | |||
Senior Notes [Member] | 4.05% Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 850 | $ 850 | ||
Stated interest rate | 4.05% | 4.05% | ||
Maturity date, year | 2,020 | 2,020 | ||
Senior Notes [Member] | 4.10% Senior Notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 1,000 | 1,000 | ||
Stated interest rate | 4.10% | |||
Maturity date, year | 2,022 | |||
Senior Notes [Member] | 4.95% Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior notes | $ 1,000 | $ 1,000 | ||
Stated interest rate | 4.95% | 4.95% | ||
Maturity date, year | 2,025 | 2,025 | ||
Unsecured Debt [Member] | Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Variable rate (1.664% and 1.515% at September 30, 2015 and December 31, 2014, respectively) unsecured revolving credit facility | $ 280 | $ 300 | ||
Credit facility, variable interest rate | 1.664% | 1.515% | ||
Credit facility, maturity date | Dec. 1, 2018 | |||
Unsecured Debt [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Variable rate (1.545% at December 31, 2014) term loan facility, due December 2016 | $ 500 | $ 500 | ||
Maturity date, month and year | 2016-12 | |||
Variable interest rate | 1.545% | |||
Commercial Paper [Member] | ||||
Debt Instrument [Line Items] | ||||
Commercial paper (1.266% at September 30, 2015) | $ 520 | |||
Variable interest rate | 1.266% |
Commitments And Contingencies (
Commitments And Contingencies (Details) a in Millions, CAD in Millions | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015CADplaintiffitem | Jul. 31, 2013USD ($) | Aug. 31, 2011USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)item | Dec. 31, 2010USD ($) | Mar. 31, 2010CADa | |
Commitments And Contingencies [Line Items] | |||||||
Investment in New Brunswick towards Company's commitment | CAD 45 | $ 44,000,000 | |||||
Guarantee obligations relative to the firms transportation agreements and gathering project and services | 605,000,000 | ||||||
Unrecorded capital investments obligation, Exploration program acres coverage (acres) | a | 2.5 | ||||||
Unrecorded capital investments obligation | CAD | CAD 47 | ||||||
Unrecorded promissory note payable | CAD | CAD 45 | ||||||
Promissory note payable, liability recognized | 0 | ||||||
Obligation under transportation agreements | $ 8,800,000,000 | ||||||
Litigation settlement, gross | $ 11,000,000 | ||||||
Litigation, portion of profits considered for disgorgement | $ 382,000,000 | ||||||
Disgorgement damages awarded in favor of the plaintiff and intervenor | 24,000,000 | ||||||
Litigation, interest and attorney's fees claimed by plaintiffs | $ 9,000,000 | $ 11,000,000 | |||||
Disgorgement recoverable by plaintiff to be reversed | $ 24,000,000 | ||||||
Actual damages recoverable by plaintiff to be reversed | $ 11,000,000 | ||||||
Purchase Commitment [Member] | Access Capacity on Future Projects Concentration Risk [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Concentration percentage | 36.00% | ||||||
Arkansas Royalty Litigation [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Loss contingency, range of possible loss, minimum | $ 200,000,000 | ||||||
Number of cases | item | 3 | 3 | |||||
Arkansas Royalty Litigation [Member] | Arkansas State Court 2010 and 2013 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of cases | item | 2 | 2 | |||||
Arkansas Royalty Litigation [Member] | Federal Court 2014 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of cases | item | 1 | 1 | |||||
Arkansas Royalty Litigation [Member] | Arkansas State Court 2015 [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of plaintiffs | plaintiff | 248 | ||||||
Number of cases | item | 3 | 3 |
Pension Plan And Other Postre53
Pension Plan And Other Postretirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Pension Benefits [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | $ 4 | $ 3 | $ 12 | $ 9 | |
Employer contributions | 9 | ||||
Company's expected additional annual contribution | 3 | ||||
Other Postretirement Benefits [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | $ 1 | $ 1 | $ 3 | $ 2 | |
Supplemental Employee Retirement Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Common stock purchased under the terms of the Non-Qualified Plan presented as treasury stock | 45,990 | 11,055 |
Pension Plan And Other Postre54
Pension Plan And Other Postretirement Benefits (Net Periodic Pension And Other Postretirement Benefit Costs) (Details) - Pension Benefits [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 4 | $ 3 | $ 12 | $ 10 |
Interest cost | 1 | 1 | 4 | 4 |
Expected return on plan assets | $ (2) | $ (1) | $ (6) | $ (5) |
Amortization of prior service cost | ||||
Amortization of net loss | $ 1 | $ 2 | ||
Net periodic benefit cost | $ 4 | $ 3 | $ 12 | $ 9 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to the Company's unvested stock option grants, restricted stock grants, and performance units | $ 80 | |
Weighted average period over which cost is recognized, years | 2 years | |
Performance Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period for stock awards from grant date | 3 years | |
Deferred tax liability recorded | $ 24 | $ 51 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule Of Stock-Based Compensation Costs - Stock Options) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation costs - expensed | $ 6 | $ 4 | $ 18 | $ 13 |
Stock-based compensation costs - capitalized | $ 6 | $ 4 | $ 17 | $ 13 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Stock Option Activity) (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Stock-Based Compensation [Abstract] | |
Stock options, Outstanding at December 31, 2014, Number of options | shares | 3,622 |
Stock options, Granted, Number of options | shares | 224 |
Stock options, Exercised, Number of options | shares | |
Stock options, Forfeited or expired, Number of options | shares | (67) |
Stock options, Outstanding at September 30, 2015, Number of options | shares | 3,779 |
Stock options, Outstanding at December 31, 2014, Weighted average exercise price | $ 35.41 |
Stock options, Granted, Weighted average exercise price | $ 26.35 |
Stock options, Exercised, Weighted average exercise price | |
Stock options, Forfeited or expired, Weighted average exercise price | $ 38.97 |
Stock options, Outstanding at September 30, 2015, Weighted average exercise price | $ 34.82 |
Stock options, Exercisable at September 30, 2015 | shares | 2,249 |
Stock options, Exercisable at September 30, 2015, Weighted average exercise price | $ 36.17 |
Stock-Based Compensation (Sum58
Stock-Based Compensation (Summary Of Restricted Stock Activity) (Details) - Restricted Stock [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested shares/units at December 31, 2014, Number of Shares | shares | 2,376 |
Granted, Number of Shares/Units | shares | 103 |
Vested, Number of Shares/Units | shares | (98) |
Forfeited, Number of Shares/Units | shares | (70) |
Unvested shares/units at September 30, 2015, Number of Shares | shares | 2,311 |
Unvested shares/units at December 31, 2014, Weighted Average Grant Date Fair Value | $ 34 |
Granted, Weighted Average Grant Date Fair Value | 26.05 |
Vested, Weighted Average Grant Date Fair Value | 34.96 |
Forfeited, Weighted Average Grant Date Fair Value | 33.54 |
Unvested shares at September 30, 2015, Weighted Average Grant Date Fair Value | $ 33.61 |
Stock-Based Compensation (Sum59
Stock-Based Compensation (Summary Of Performance Unit Activity) (Details) - Performance Units [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested shares/units at December 31, 2014, Number of Shares | 223,000 |
Granted, Number of Shares/Units | 443,000 |
Vested, Number of Shares/Units | |
Forfeited, Number of Shares/Units | |
Unvested shares/units at September 30, 2015, Number of Shares | 666,000 |
Unvested shares/units at December 31, 2014, Weighted Average Grant Date Fair Value | $ / shares | $ 40.44 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 35.22 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | |
Unvested shares at September 30, 2015, Weighted Average Grant Date Fair Value | $ / shares | $ 36.97 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, Number of Shares/Units | 0 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, Number of Shares/Units | 2 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 749 | $ 928 | $ 2,446 | $ 3,076 | |
Operating income (loss) | (2,842) | 286 | (3,961) | 1,088 | |
Other income, net | 2 | 1 | |||
Gain (loss) on derivatives | 15 | 78 | 30 | (29) | |
Depreciation, depletion and amortization | 275 | 238 | 876 | $ 693 | |
Impairment of natural gas and oil properties | 2,839 | 4,374 | |||
Interest expense | 13 | 52 | $ 39 | ||
Provision (benefit) for income taxes | (1,088) | 140 | (1,532) | 409 | |
Assets | 10,725 | 9,177 | 10,725 | 9,177 | $ 14,925 |
Capital investments | 468 | 574 | 2,054 | 1,837 | |
Change in accrued expenditures | 6 | 53 | (5) | 114 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (486) | (710) | (1,639) | (2,450) | |
Exploration and Production [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 491 | 652 | 1,647 | 2,169 | |
Operating income (loss) | (2,910) | 189 | (4,471) | 817 | |
Other income, net | 2 | 1 | |||
Gain (loss) on derivatives | 15 | 79 | 32 | (27) | |
Depreciation, depletion and amortization | 255 | 223 | 824 | 650 | |
Impairment of natural gas and oil properties | 2,839 | 4,374 | |||
Interest expense | 10 | 45 | 29 | ||
Provision (benefit) for income taxes | (1,112) | 107 | (1,724) | 309 | |
Assets | 9,159 | 7,461 | 9,159 | 7,461 | |
Capital investments | 461 | 531 | 1,880 | 1,706 | |
Exploration and Production [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3 | (3) | 14 | (13) | |
Exploration and Production [Member] | Canada [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 69 | 78 | 69 | 78 | |
Midstream Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 258 | 276 | 798 | 907 | |
Operating income (loss) | 68 | 97 | 511 | 272 | |
Gain (loss) on derivatives | (1) | ||||
Depreciation, depletion and amortization | 20 | 15 | 52 | 43 | |
Interest expense | 2 | 7 | 9 | ||
Provision (benefit) for income taxes | 24 | 34 | 193 | 101 | |
Assets | 1,329 | 1,494 | 1,329 | 1,494 | |
Capital investments | 7 | 34 | 164 | 109 | |
Midstream Services [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (489) | (707) | (1,653) | (2,437) | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1 | ||||
Operating income (loss) | (1) | (1) | |||
Gain (loss) on derivatives | (1) | (2) | (1) | ||
Interest expense | 1 | 1 | |||
Provision (benefit) for income taxes | (1) | (1) | (1) | ||
Assets | 237 | 222 | 237 | 222 | |
Capital investments | 9 | 10 | 22 | ||
Marketing [Member] | Midstream Services [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (414) | $ (612) | (1,400) | $ (2,200) | |
WPX and Statoil Property Acquisitions [Member] | Exploration and Production [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Capital investments | 516 | ||||
WPX Property Acquisition [Member] | Midstream Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Capital investments | $ 119 |