Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 19, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 392,666,629 | |
Trading Symbol | SWN |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Revenues: | ||
Gas sales | $ 315 | $ 625 |
Oil sales | 11 | 17 |
NGL sales | 17 | 18 |
Marketing | 198 | 225 |
Gas gathering | 38 | 48 |
Total Operating Revenues | 579 | 933 |
Operating Costs and Expenses: | ||
Marketing purchases | 196 | 222 |
Operating expenses | 165 | 155 |
General and administrative expenses | 54 | 68 |
Restructuring charges | 64 | |
Depreciation, depletion and amortization | 143 | $ 293 |
Impairment of natural gas and oil properties | 1,034 | |
Taxes, other than income taxes | 23 | $ 30 |
Total Operating Costs and Expenses | 1,679 | 768 |
Operating Income (Loss) | (1,100) | 165 |
Interest Expense: | ||
Interest on debt | 53 | 50 |
Other interest charges | 2 | 49 |
Interest capitalized | (41) | (48) |
Total Interest Expense | 14 | 51 |
Other (Loss), Net | (3) | (1) |
Gain (Loss) on Derivatives | (14) | 14 |
Income (Loss) Before Income Taxes | (1,131) | 127 |
Provision (Benefit) for Income Taxes: | ||
Deferred | 1 | 49 |
Net Income (Loss) | (1,132) | 78 |
Mandatory convertible preferred stock dividend | $ 27 | 25 |
Participating securities - mandatory convertible preferred stock | 7 | |
Net Income (Loss) Attributable to Common Stock | $ (1,159) | $ 46 |
Earnings (Loss) Per Common Share: | ||
Basic | $ (3.03) | $ 0.12 |
Diluted | $ (3.03) | $ 0.12 |
Weighted Average Common Shares Outstanding: | ||
Basic | 382,870,847 | 375,444,030 |
Diluted | 382,870,847 | 375,578,054 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LOSS [Abstract] | |||
Net income (loss) | $ (1,132) | $ 78 | |
Change in derivatives: | |||
Settlements | [1] | (25) | |
Change in fair value of derivative instruments | [2] | 17 | |
Total change in derivatives | (8) | ||
Change in value of pension and other postretirement liabilities: | |||
Amortization of prior service cost and net loss included in net periodic pension cost | [3] | $ 1 | |
Change in currency translation adjustment | 3 | (6) | |
Comprehensive income (loss) | $ (1,128) | $ 64 | |
[1] | Net of ($17) million in taxes for the three months ended March 31, 2015. | ||
[2] | Net of $7 million in taxes for the three months ended March 31, 2015. | ||
[3] | Net of $1 million in taxes for the three months ended March 31, 2016. |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LOSS [Abstract] | ||
Settlements tax | $ (17) | |
Change in fair value of derivative instruments tax | $ 7 | |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,597 | $ 15 |
Accounts receivable, net | 224 | 327 |
Derivative assets | 35 | 3 |
Other current assets | 28 | 48 |
Total current assets | 1,884 | 393 |
Natural gas and oil properties, using the full cost method, including $3,505 million as of March 31, 2016 and $3,727 million as of December 31, 2015 excluded from amortization | 22,610 | 22,478 |
Gathering systems | 1,281 | 1,280 |
Other | 602 | 606 |
Less: Accumulated depreciation, depletion and amortization | (18,002) | (16,821) |
Total property and equipment, net | 6,491 | 7,543 |
Other long-term assets | 143 | 150 |
TOTAL ASSETS | 8,518 | 8,086 |
Current liabilities: | ||
Short-term debt | 1 | 1 |
Accounts payable | 346 | 513 |
Taxes payable | 52 | 64 |
Interest payable | 32 | 75 |
Dividends payable | 27 | 27 |
Derivative liabilities | 8 | 3 |
Other current liabilities | 12 | 24 |
Total current liabilities | 478 | 707 |
Long-term debt | 6,442 | 4,704 |
Deferred income taxes | 2 | |
Pension and other postretirement liabilities | 50 | 50 |
Other long-term liabilities | 398 | 343 |
Total long-term liabilities | $ 6,892 | $ 5,097 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Common stock, $0.01 par value; 1,250,000,000 shares authorized; issued 389,673,678 shares as of March 31, 2016 (does not include 3,024,737 shares declared as a stock dividend on March 16, 2016 and issued on April 15, 2016) and 390,138,549 as of December 31, 2015 | $ 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 as of March 31, 2016 and December 31, 2015 | ||
Additional paid-in capital | $ 3,403 | $ 3,409 |
Accumulated deficit | (2,214) | (1,082) |
Accumulated other comprehensive loss | (44) | (48) |
Common stock in treasury, 31,269 shares as of March 31, 2016 and 47,149 shares as of December 31, 2015, respectively | (1) | (1) |
Total equity | 1,148 | 2,282 |
TOTAL LIABILITIES AND EQUITY | $ 8,518 | $ 8,086 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Natural gas and oil properties, using the full cost method, costs excluded from amortization | $ 3,505 | $ 3,727 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 389,673,678 | 390,138,549 |
Common stock, shares declared as stock dividend | 3,024,737 | |
Treasury stock, shares | 31,269 | 47,149 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, dividend rate | 6.25% | 6.25% |
Liquidation preference per share | $ 1,000 | $ 1,000 |
Preferred stock, shares issued | 1,725,000 | 1,725,000 |
Preferred stock, shares outstanding | 1,725,000 | 1,725,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ (1,132) | $ 78 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 143 | $ 293 |
Impairment of natural gas and oil properties | 1,034 | |
Amortization of debt issuance cost | 2 | $ 46 |
Deferred income taxes | 1 | 49 |
Loss on derivatives, net of settlement | 21 | 21 |
Stock-based compensation | 9 | 6 |
Restructuring charges | 42 | |
Other | 5 | |
Change in assets and liabilities: | ||
Accounts receivable | 103 | 38 |
Accounts payable | (124) | (35) |
Taxes payable | (12) | (20) |
Interest payable | (11) | (1) |
Other assets and liabilities | 11 | 66 |
Net cash provided by operating activities | 92 | 541 |
Cash Flows From Investing Activities | ||
Capital investments | (196) | (508) |
Acquisitions | (591) | |
Proceeds from sale of property and equipment | 1 | |
Other | 3 | |
Net cash used in investing activities | (196) | (1,095) |
Cash Flows From Financing Activities | ||
Payments on short-term debt | (4,500) | |
Payments on revolving credit facility | (864) | (830) |
Borrowings under revolving credit facility | 2,600 | $ 1,330 |
Payments on commercial paper | (242) | |
Borrowings under commercial paper | 242 | |
Change in bank drafts outstanding | (19) | $ (7) |
Proceeds from issuance of long-term debt | 2,200 | |
Debt issuance costs | (17) | |
Proceeds from issuance of common stock | 669 | |
Proceeds from issuance of mandatory convertible preferred stock | 1,673 | |
Preferred stock dividend | (27) | |
Other | (4) | |
Net cash provided by financing activities | 1,686 | 518 |
Increase (decrease) in cash and cash equivalents | 1,582 | (36) |
Cash and cash equivalents at beginning of year | 15 | 53 |
Cash and cash equivalents at end of period | $ 1,597 | $ 17 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2016 - USD ($) $ in Millions | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Common Stock in Treasury [Member] | Total |
Balance, shares at Dec. 31, 2015 | 390,138,549 | 1,725,000 | |||||
Balance at Dec. 31, 2015 | $ 4 | $ 3,409 | $ (1,082) | $ (48) | $ (1) | $ 2,282 | |
Comprehensive loss: | |||||||
Net loss | (1,132) | (1,132) | |||||
Other comprehensive income | 4 | 4 | |||||
Comprehensive income (loss) | (1,128) | ||||||
Stock-based compensation | 26 | 26 | |||||
Preferred stock dividend | (27) | (27) | |||||
Issuance of restricted stock, shares | 84,165 | ||||||
Cancellation of restricted stock, shares | (24,333) | ||||||
Tax withholding - stock compensation, shares | (524,703) | ||||||
Tax withholding - stock compensation | (5) | (5) | |||||
Balance, shares at Mar. 31, 2016 | 389,673,678 | 1,725,000 | |||||
Balance at Mar. 31, 2016 | $ 4 | $ 3,403 | $ (2,214) | $ (44) | $ (1) | $ 1,148 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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 Pennsylvania, West Virginia and Arkansas . The Company’s operations in northeast Pennsylvania are primarily focused on the unconventional natural gas reservoir known as the Marcellus Shale (herein referred to as “Northeast Appalachia”) , its operations in West Virginia and southwest Pennsylvania are focused on the Marcellus Shale , the Utica and the Upper Devonian unconventional natural gas and oil reservoirs (herein referre d to as “Southwest Appalachia”) and its operations in Arkansas are primarily focused on an unconventional natural gas reservoir known as the Fayetteville Shale. Collectively, the Company’s properties located in Pennsylvania and West Virginia are herein referred to as the “Appalachian Basin.” 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 has exploration and production activities ongoing in Colorado and Louisiana, along with other areas in which it is currently exploring for new development opportunities. The Company also has drilling rigs in Pennsylvania , West Virginia and Arkansas, as well as in other operating areas, 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, 201 5 (“2015 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 Statement s included in the Company’s 2015 Annual Report. Certain reclassifications have been made to the prior year financial statements to conform to the 2016 presentation. The effects of the reclassifications were not material to the Company’s unaudited condensed consolidated financial statements. |
Cash And Cash Equivalents
Cash And Cash Equivalents | 3 Months Ended |
Mar. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Cash And Cash Equivalents | ( 2 ) CASH AND CASH EQUIVALENTS The following table presents a summary of Cash and cash equivalents as of March 31, 2016 and December 31, 2015: March 31, December 31, 2016 2015 (in millions) Cash $ 57 $ 15 Marketable securities 1,540 – Total cash and cash equivalents $ 1,597 $ 15 On March 30, 2016, the Company borrowed $1.55 billion on its revolving credit facility with the proceeds invested in marketable securities. The $1.55 billion borrowing was repaid on April 1, 2016. For related discussion see Note 10 to the unaudited condensed consolidated financial statements included in this Quarterly Report. |
Reduction In Workforce
Reduction In Workforce | 3 Months Ended |
Mar. 31, 2016 | |
Reduction In Workforce [Abstract] | |
Reduction In Workforce | (3) REDUCTION IN WORKFORCE In January 2016, the Company announced a 40% workforce reduction of approximately 1,100 employees as a result of lower anticipated drilling activity. This reduction was substantially complete as of March 31, 2016. The following table presents a summary of the restructuring charges for the three months ended March 31, 2016: For the three months ended March 31, 2016 (in millions) Severance (including payroll taxes) $ 42 Stock-based compensation 18 Benefits 3 Outplacement services, other 1 Total restructuring charges (1) $ 64 (1) Total restructuring charges were $61 million and $3 million for the Company’s E&P and Midstream segments, respectively. As of March 31, 2016, the Company recorded a liability of $24 million for severance payments (including payroll taxes) which is reflected in accounts payable on the condensed consolidated balance sheets. A substantial portion of this liability will be paid in April 2016. |
Acquisitions And Divestitures
Acquisitions And Divestitures | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions And Divestitures [Abstract] | |
Acquisitions And Divestitures | (4) ACQUISITIONS AND DIVESTITURES In May 2015, the Company sold conventional oil and gas assets located in East Texas and the Arkoma Basin for approximately $ 211 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 the Company’s debt. Approximately $ 205 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. In April 2015, the Company sold its gathering assets located in Bradford and Lycoming counties in northeast 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 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. The firm transport is being amortized over 19 years. As of March 31, 2016 and December 31, 2015 the Company has amortized $1 0 million and $8 million, respectively. This transaction was funded with the revolving credit facility and was accounted for as a business combination. 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 $ 357 million, (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 $357 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 oil and gas 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 (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. |
Natural Gas And Oil Properties
Natural Gas And Oil Properties | 3 Months Ended |
Mar. 31, 2016 | |
Natural Gas And Oil Properties [Abstract] | |
Natural Gas And Oil Properties | ( 5 ) NATURAL GAS AND OIL PROPERTIES The Company utilizes the full cost method of accounting for costs related to the exploration, development an d acquisition of natural gas and oil properties . Under this method, all such costs (productive and nonproductive), including salaries, benefits and other internal costs directly attributable to these activities a re 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 are subject to a ceiling test that limits such pooled costs , net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved natural gas , oil and NGL reserves discounted at 10 % (standardized measure) 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, oil and NGL prices may subsequently increase the ceiling. Companies using the full cost method are required to 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 $ 2.40 per MMBtu, West Texas Intermediate oil of $ 42.77 per barrel and NGLs of $ 5.76 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 $641 million (net of tax) at March 31, 2016 and resulted in a non-cash ceiling test impairment. The Company had no hedge positions accounted for as cash flow hedges as of March 31, 2016. 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 average quoted price from the first day of each month from the previous 12 months for Henry Hub natural gas of $ 3.88 per MMBtu, West Texas Intermediate oil of $ 79.21 per barrel and NGLs of $16.38 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 March 31, 2015 . Cash flow hedges of natural gas production in place increased the ceiling amount by approximately $ 45 million as of March 31, 2015 . In the second, third and fourth quarters 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, $1,746 million (net of tax) at September 30, 2015 and $1,586 million (net of tax) at December 31, 2015 , resulting in non-cash ceiling test impairments in each quarter . |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | ( 6 ) 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 the reportable period . 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 pref erred stock entitles the holder 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. On March 16, 2016, the Company declared its quarterly dividend, payable to holders of the mandatory convertible preferred stock, and announced that it would pay the dividend in common stock, in lieu of cash, to the extent permitted by the certificate of designations for the Series B preferred stock. The Company issued 3,024,737 shares of common stock on April 15, 2016 in payment of the dividend . The following table presents the computation of earnings per share for the three months ended March 31 , 201 6 and 201 5 : For the three months ended March 31, 2016 2015 (in millions, except share/per share amounts) Net income (loss) $ (1,132) $ 78 Mandatory convertible preferred stock dividend 27 25 Net income (loss) attributable to shareholders (1,159) 53 Participating securities - mandatory convertible preferred stock – 7 Net income (loss) attributable to common stock $ (1,159) $ 46 Number of common shares: Weighted average outstanding 382,870,847 375,444,030 Issued upon assumed exercise of outstanding stock options (1) – – Effect of issuance of non-vested restricted common stock (2) – 133,634 Effect of issuance of non-vested performance units (3) – 390 Effect of issuance of mandatory convertible preferred stock (4) – – Effect of declaration of preferred stock dividends (5) – – Weighted average and potential dilutive outstanding 382,870,847 375,578,054 Earnings (loss) per common share: Basic $ ($3.03) $ 0.12 Diluted $ ($3.03) $ 0.12 (1) Due to the net loss for the three months ended March 31, 2016, the unvested stock options were not recognized in diluted earnings per share calculations as they would be antidilutive. Options for 5,732,521 shares and 3,704,089 shares were excluded from the calculation of diluted shares for the three months ended March 31, 2016 and 2015, respectively, because they would have had an antidilutive effect . (2) Due to the net loss for the three months ended March 31, 2016 , the unvested share-based payments were not recognized in diluted earnings per share calculations as they would be antidilutive. The calculation excluded 5,779,820 shares and 1,916,645 shares of restricted stock for the three months ended March 31, 2016 and 2015, respectively, because they would have had an antidilutive effect. (3) F or the three months ended March 31, 2016, 297,297 shares of performance units were excluded from the calculation of diluted earnings per share as they would be antidilutive. (4) F or the three months ended March 31, 2016 and 2015, 74,999,895 and 58,333,252 , respectively, of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock were excluded from the diluted earnings per sh are calculation as they would be antidilutive. (5) Due to the net loss for the three months ended March 31, 2016, 3,024,737 shares of common stock declared as preferred stock dividends were excl uded from the diluted earnings per share calculations as they would have had an antidilutive effect . |
Derivatives And Risk Management
Derivatives And Risk Management | 3 Months Ended |
Mar. 31, 2016 | |
Derivatives And Risk Management [Abstract] | |
Derivatives And Risk Management | (7 ) DERIVATIVES AND RISK MANAGEMENT The Company is exposed to volatility in market prices and basis di fferentials for natural gas, oil and NGLs which impacts the predictability of its cash flows related to the sale of those commodities . These risks are managed by the Company’s use of certain derivative financial instruments. As of March 3 1, 2016 , the Company’s derivative financial instruments consisted of fixed price swaps, sold call options, purchased put options and interest rate swaps. The Company also had basis swaps and sold call options as of December 31, 2015. The basis swaps settled in the first quarter of 2016. 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. Sold call options The Company sells call options in exchange for a premium. I f the market price exceeds the strike price of the call option a t the time of settlement, the Company pays the counterparty such excess on sold call options. If the market price settles below the call’s strike price , no payment is due from either party. Purchased put options The Company purchases put options from the counterparty by payment of a cash premium. If the market price is lower than the put’s strike price at the time of settlement, the Company receives from the counterparty such difference on purchased put options. If the market price settles above the put’s strike price, no payment is due from either party. 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. 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. 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 following table provides information about the Company’s financial instruments that are sensitive to changes in commodity prices and that are used to protect the Company’s exposure. None of the financial instruments below are designated for hedge accounting treatment. The table presents the notional amount in Bcf, the weighted average contract prices and the fair value by expected maturity dates as of March 31, 2016. Weighted Average Price per MMBtu Volume (Bcf) Swaps Purchased Puts Sold Calls Fair value at March 31, 2016 ($ in millions) Natural Gas: Fixed Price Swaps: 2016 64 $ 2.48 $ – $ – $ 20 Purchased Put Options: 2016 43 $ – $ 2.35 $ – $ 15 Sold Call Options: 2016 90 $ – $ – $ 5.00 $ – 2017 86 $ – $ – $ 3.25 $ (16) 2018 63 $ – $ – $ 3.50 $ (12) 2019 52 $ – $ – $ 3.50 $ (13) 2020 32 $ – $ – $ 3.75 $ (9) The balance sheet classification of the assets related to derivative financial instruments (none of which are designated for hedge accounting) are summarized below as of March 3 1, 2016 a nd December 31, 2015 : Derivative Assets Balance Sheet Classification Fair Value March 31, 2016 December 31, 2015 (in millions) Basis swaps Derivative assets $ – $ 3 Fixed price swaps Derivative assets 20 – Purchased put options Derivative assets 15 – Total derivative assets $ 35 $ 3 Derivative Liabilities Balance Sheet Classification Fair Value March 31, 2016 December 31, 2015 (in millions) Sold call options Derivative liabilities $ 5 $ – Interest rate swaps Derivative liabilities 3 3 Sold call options Other long-term liabilities 45 – Interest rate swaps Other long-term liabilities 5 2 Total derivative liabilities $ 58 $ 5 At March 31, 2016, the net fair value of the Company’s financial instruments related to natural gas was a $15 million liability . The net fair value of the Company’s interest rate swaps was an $8 million liability at March 31, 2016. Derivative Contracts not Designated for Hedge Accounting As of March 31, 2016, the Company did not have any positions designated for hedge accounting treatment . G ains and losses on derivatives that are not designated for hedge accounting treatment , or that do not meet hedge accounting requirements , are recorded as a component of gain (loss) on derivatives on the condensed consolidated statements of operations . Accordingly, the gain (loss) on derivatives component of the statement s of operations reflects the gains and losses on both settled and unsettled derivatives. The Company calculates gains and losses on settled derivatives as the summation of gains and losses on positions which have settled within the reporting period. Only the settled gains and losses are included in the Company’s realized commodity price calculations. 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, sold call options , purchased put options and interest rate swaps not designated for hedge accounting on the unaudited condensed consolidated statements of operations for the three months ended March 31 , 201 6 and 201 5 : Gain (Loss) on Derivatives , Unsettled Recognized in Earnings Consolidated Statement of Operations For the three months ended Classification of Gain (Loss) on March 31, Derivative Instrument Derivatives, Unsettled 2016 2015 (in millions) Basis swaps Gain (Loss) on Derivatives $ (3) $ (8) Sold call options Gain (Loss) on Derivatives (50) 8 Purchased put options Gain (Loss) on Derivatives 15 – Fixed price swaps Gain (Loss) on Derivatives 20 (18) Interest rate swaps Gain (Loss) on Derivatives (3) (3) Total loss on unsettled derivatives $ (21) $ (21) Gain (Loss) on Derivatives, Settled (1) Recognized in Earnings Consolidated Statement of Operations For the three months ended Classification of Gain (Loss) March 31, Derivative Instrument on Derivatives, Settled (1) 2016 2015 (in millions) Basis swaps Gain (Loss) on Derivatives $ 4 $ (6) Fixed price swaps Gain (Loss) on Derivatives 4 42 Interest rate swaps Gain (Loss) on Derivatives (1) (1) Total gain on settled derivatives (2) $ 7 $ 35 Total gain (loss) on derivatives $ (14) $ 14 (1) T he Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that have settled within the period . (2) T hese amounts are included, along with gas sales revenues, in the calculation of the Company’s realized natural gas price . Derivative Contracts Designated for Hedge Accounting A ll 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 designated for hedge accounting . Accounting guidance for qualifying hedges allows an unsettled derivative’s unrealized gains and losses to be recorded either in earnings or as a component of other comprehensive income until settled. In the period of settlement, the Company recognizes the gains and losses from these qualifying hedges in operating revenues. In 2015, the Company had certain fixed price swaps that were designated for hedge accounting. For the three months ended March 31, 2015, the Company reported a gain in other comprehensive income of $24 million (pre-tax) related to the effective portion of our unsettled fixed price swaps. The ineffective portion of those fixed price swaps was recognized in earnings and had an inconsequential impact to the unaudited condensed consolidated statement of operations for the three ended March 31, 2015. During the first quarter of 2015, a gain of $42 million (pre-tax) on settled fixed price swaps was transferred from other comprehensive income into gas sales revenues in the consolidated statements of operations. As of March 31, 2016, the Company did not have any positions designated for hedge accounting treatment . |
Reclassifications From Accumula
Reclassifications From Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2016 | |
Reclassifications From Accumulated Other Comprehensive Income [Abstract] | |
Reclassifications From Accumulated Other Comprehensive Income | (8 ) RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME The following tables detail the components of accumulated other comprehensive income (loss) and the related tax effects for the three months ended March 3 1 , 201 6 : For the three months ended March 31, 2016 Pension and Other Postretirement Foreign Currency Total (in millions) (1) Beginning balance at December 31, 2015 $ (25) $ (23) $ (48) Other comprehensive income before reclassifications – 3 3 Amounts reclassified from other comprehensive income (loss) (2) 1 – 1 Net current-period other comprehensive loss 1 3 4 Ending balance at March 31, 2016 $ (24) $ (20) $ (44) (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 Accumulated Other Comprehensive Income For the three months ended March 31, 2016 (in millions) Pension and other postretirement Amortization of prior service cost and net loss (1) General and administrative expenses $ 2 Provision for income taxes 1 Total reclassifications for the period Net loss $ 1 (1) See Note 12 for additional details regarding the Company’s retirement and employee benefit plans. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | ( 9 ) FAIR VALUE MEASUREMENTS The carrying amounts and estimated fair values of the Company’s financial instruments as of March 3 1 , 201 6 and December 31, 201 5 were as follows: March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value (in millions) Cash and cash equivalents $ 1,597 $ 1,597 $ 15 $ 15 Credit facility 1,852 1,852 116 116 Term loan facility 748 748 747 747 Senior notes 3,843 2,729 3,842 2,651 Derivative instruments, net (23) (23) (2) (2) 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 value 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 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 March 31, 2016 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 sold call options and purchased put 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): March 31, 2016 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 $ – $ 20 $ – $ 20 Purchased put option assets – – 15 15 Interest rate swap liabilities – (8) – (8) Sold call option liabilities – – (50) (50) Total $ – $ 12 $ (35) $ (23) December 31, 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 Basis swap assets $ – $ – $ 3 $ 3 Interest rate swap liabilities – (5) – (5) Total $ – $ (5) $ 3 $ (2) 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 months ended March 3 1 , 201 6 and 201 5 . 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 March 3 1, 2016 and 2015. For the three months ended March 31, 2016 2015 (in millions) Balance at beginning of period $ 3 $ (8) Total gains (losses): Included in earnings (34) (6) Purchases, issuances, and settlements: Settlements (4) 6 Transfers into/out of Level 3 – – Balance at end of period $ (35) $ (8) Change in losses included in earnings relating to derivatives still held as of March 31 $ (38) $ – |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt [Abstract] | |
Debt | ( 10 ) DEBT The c omponents of debt as of March 31 , 201 6 and December 31, 201 5 consisted of the following: March 31, 2016 (in millions) Debt Instrument Unamortized Issuance Cost Unamortized Debt Discount Total Short-term debt: 7.15% Senior Notes due May 2018 $ 1 $ – $ – $ 1 Total short-term debt $ 1 $ – $ – $ 1 Long-term debt: Variable rate ( 4.154% at March 31, 2016) credit facility, expires December 2018 1,852 – – 1,852 Variable rate ( 2.025% at March 31, 2016) term loan facility, due November 2018 750 (2) – 748 7.35% Senior Notes due October 2017 15 – – 15 7.125% Senior Notes due October 2017 25 – – 25 3.3% Senior Notes due January 2018 350 (2) – 348 7.5% Senior Notes due February 2018 600 (2) – 598 7.15% Senior Notes due May 2018 26 – – 26 4.05% Senior Notes due January 2020 850 (5) – 845 4.10% Senior Notes due March 2022 1,000 (5) (1) 994 4.95% Senior Notes due January 2025 1,000 (7) (2) 991 Total long-term debt $ 6,468 $ (23) $ (3) $ 6,442 Total debt $ 6,469 $ (23) $ (3) $ 6,443 December 31, 2015 (in millions) Debt Instrument Unamortized Issuance Cost Unamortized Debt Discount Total Short-term debt: 7.15% Senior Notes due May 2018 $ 1 $ – $ – $ 1 Total short-term debt $ 1 $ – $ – $ 1 Long-term debt: Variable rate ( 1.886% at December 31, 2015) credit facility, expires December 2018 116 – – 116 Variable rate ( 1.775% at December 31, 2015) term loan facility, due November 2018 750 (3) – 747 7.35% Senior Notes due October 2017 15 – – 15 7.125% Senior Notes due October 2017 25 – – 25 3.3% Senior Notes due January 2018 350 (2) – 348 7.5% Senior Notes due February 2018 600 (2) – 598 7.15% Senior Notes due May 2018 26 – – 26 4.05% Senior Notes due January 2020 850 (5) (1) 844 4.10% Senior Notes due March 2022 1,000 (5) (1) 994 4.95% Senior Notes due January 2025 1,000 (7) (2) 991 Total long-term debt $ 4,732 $ (24) $ (4) $ 4,704 Total debt $ 4,733 $ (24) $ (4) $ 4,705 Credit Facility The Company’s revolving credit facility entered into in December 2013, provides a borrowing capacity of up to $ 2.0 billion , reduced for any outstanding letters of credit, and matures in December 2018 , with options for two one -year extensions with participating lender approval. The Company had $148 million of letters of credit outstanding as of March 31, 2016. The borrowing capacity 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 credit facility is calculated based upon the Company’s public debt ratings from Standard & Poor’s (“ S&P ”) and Moody’s Investors Service (“Moody’s”) and was 200.0 basis points over LIBOR as of March 31, 2016. Since the adjustment ceiling per the terms of the revolving credit facility is 200.0 basis points, the interest rate sensitivity on the Company’s revolving credit facility currently correlates directly to changes in LIBOR. On March 30, 2016, the Company borrowed $1.55 billion on the revolving credit facility . On April 1, 2016, the Company repaid the $1.55 billion borrowing in full . As of March 31, 2016, the Company had $1.9 b illion drawn on the credit facility and $0.1 billion in letters of credit. The revolving credit facility and the term loan facility are unsecured and are not guaranteed by any subsidiaries of the Company. The revolving c redit facility and the term loan facility contain 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 , unamortized issuance cost, unamortized debt discount and the Company’s pension and other postretirement liabilities. As of March 31, 2016, the Company’s adjusted capital structure was 45% debt and 55% equity and was in compliance with the covenants of its revolving c redit f acility , term loan facility and other debt agreements. Term Facility In November 2015, the Company entered into a $750 million unsecured three -year term loan credit agreement with various tenders that was utilized to repay borrowings under the revolving credit facility. The interest rate on the term loan facility is determined based upon the Company’s public debt ratings from S&P and Moody’s and was 162.5 basis points over the London Interbank Offered Rate (“LIBOR”) as of March 31, 2016. The term loan facility requires prepayment under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business. 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” together with the 2018 and 2020 Notes, the “Notes”), with net proceeds from the offering totaling approximately $2.2 billion after underwriting discounts and offering expenses. 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 three months ended March 31, 2015 . 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 interest rates on the Notes is determined based upon the Company’s public debt ratings from S&P and Moody’s. Downgrades from either rating agency increase interest costs by 25.0 basis points per downgrade level on the following semi-annual bond interest payment. In February 2016, S&P and Moody’s downgraded the Company’s credit ratings, increasing the interest rates on these notes by 125.0 basis points effective July 2016. As a result of the downgrade, the Company’s interest expense for 2016 will increase $14 million. T he first higher interest rate coupon payment to bondholders will be paid in January 2017 . Commercial Paper In April 2015, the Company entered into a commercial paper program which allowed it to issue up to $2.0 billion in commercial paper provided that borrowings from its commercial paper program combined with outstanding borrowings under its revolving credit facility, not exceed $2.0 billion. The commercial paper issuance had terms of up to 397 days and carried interest at rates agreed upon at the time of each issuance . As of March 31, 2016 , the Company had no outstanding issuance s under its commercial paper program and had no plans of utilizing the commercial paper market for the remainder of 2016. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | (1 1 ) COMMITMENTS AND CONTINGENCIES Operating Commitments and Contingencies As of March 31, 2016, the Company’s contractual obligations for demand and similar charges under firm transportation and gathering agreements to guarantee access capacity on natural gas and liquids pipelines and gathering systems totaled approximately $ 8.6 billion, $3.3 billion 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 $ 861 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 results of operations of the Company. Litigation The Company is subject to various 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 inhe rent uncertainties; therefore, m anagement’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. 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 the Company’s 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 the Company’s 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 s 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 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 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 the Company’s 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 have appealed those orders. Oral argument has not yet been set in either case. On November 17, 2015, the court in the federal case denied the plaintiff’s motion to certify a class of royalty owners not included in either of the two state cases. On April 11, 2016, the court certified a broader class that includes Arkansas residents and citizens . The plaintiff in the federal case presented two alternative damages theories. Under one theory, plaintiffs have asserted that obligations to affiliates are not “incurred” and therefore the exploration and production subsidiary was not entitled to deduct any post-production costs; the federal court has granted partial summary judgment for the Company’s subsidiaries on this theory. 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 a specific damage calculation for any putative class, but based on the class representative’s disclosure regarding the calculation of claimed damages, class-wide damages could exceed $100 million. Although trial previously was set for March 15, 2016, following transfer to a different judge and the certification of the class described above, that trial date has been vacated and no new date set. 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. All three cases have been stayed. 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. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Pension Plan And Other Postretirement Benefits [Abstract] | |
Pension Plan And Other Postretirement Benefits | (1 2 ) 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 months ended March 31, 2016 and 2015 : Pension Benefits For the three months ended March 31, 2016 2015 (in millions) Service cost $ 4 $ 4 Interest cost 2 1 Expected return on plan assets (2) (2) Amortization of prior service cost – – Amortization of net loss – 1 Net periodic benefit cost $ 4 $ 4 The Company’s postretirement benefit plan had a net periodic benefit cost of $1 million as of the three months ended March 31, 2016 and 2015. For the three months ended March 31, 2016, the Company has contributed $ 3 million to the pension and postretirement benefit plan s . In January 2016, the Company initiated a reduction in workforce that was effectively completed by the end of the first quarter. As a result of the workforce reduction, the Company continues to evaluate its pension and other postretirement benefit funding requirements and will disclose its funding plans once reasonably determined. 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 31,269 shares at March 31, 2016 compared to 47,149 s hares at December 31, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | (1 3 ) STOCK-BASED COMPENSATION The Company recognized the following amounts in employee stock-based compensation costs for the three months ended March 31, 2016 and 201 5 : For the three months ended March 31, 2016 2015 (in millions) Stock-based compensation cost – expensed (1) $ 23 $ 6 Stock-based compensation cost – capitalized $ 3 $ 5 (1) Includes $18 million related to the reduction in workforce that occurred in the first quarter of 2016. In January 2016, the Company announced a 40% workforce reduction that was substantially concluded by the end of March 2016. Affected employees were offered a severance package that included, if applicable, amendments to outstanding equity awards that modified forfeiture provisions on separation from the Company. As a result, unvested stock-based equity awards became fully vested at the time of separation. These shares were revalued and recognized immediately as a component of restructuring charges on the Company’s condensed consolidated statements of operations. As of March 31, 2016 , there was $ 86 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 3 years . Stock Options The following table summarizes s tock option activity for the three months ended March 31, 2016 and provides information for options outstanding an d options exercisable as of March 31, 2016 : Number Weighted Average of Options Exercise Price (in thousands) (per share) Outstanding at December 31, 2015 5,623 $ 24.57 Granted 156 8.60 Exercised – – Forfeited or expired (10) 30.29 Outstanding at March 31, 2016 5,769 24.13 Exercisable at March 31, 2016 2,567 $ 36.12 Restricted Stock The following table summarizes restr icted stock activity for the three months ended March 31, 2016 and provides information for unvested shares as of March 31, 2016 : Number Weighted Average of Shares Fair Value (in thousands) (per share) Unvested shares at December 31, 2015 7,222 $ 13.24 Granted 77 8.35 Vested (1) (1,947) 8.32 Forfeited (24) 12.11 Unvested shares at March 31, 2016 5,328 $ 13.24 (1) Includes 1,887,160 shares related to the reduction in workforce that occurred in the first quarter of 2016. Equity-Classified Performance Units The following table summarizes performance unit activity to be paid out in Company stock for the three months ended March 31, 2016 and provides information for unvested units as o f March 31, 2016 . The performance units awarded in 2013 and 2014 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 p erformance units is based on 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 performance units awarded in 2015 are based exclusively on TSR. 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. Number Weighted Average of Units (1) Fair Value (in thousands) (per share) Unvested units at December 31, 2015 407 $ 36.65 Granted (2) 1,061 8.31 Vested (3) (5) 8.08 Forfeited (38) 8.08 Unvested units at March 31, 2016 1,425 $ 14.47 (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. (2) Excludes 441,450 units in excess of individual award limits subject to shareholder approval of the amended 2013 Incentive Plan at the annual meeting on May 17, 2016. (3) Includes 5,168 units related to the reduction in workforce that occurred in the first quarter of 2016 . Liability-Classified Performance Units Prior to 2013, c ertain employees were provided performance units vesting equally over three yea rs, payable in cash. The payout of these units wa s 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 vest ed performance units, if any, would be paid in cash. In the first quarter of 2016, the Company completed the final payout under these performance unit agreements . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information | (1 4 ) 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 201 5 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 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 March 31, 2016: Revenues from external customers $ 343 $ 236 $ – $ 579 Intersegment revenues (7) 385 – 378 Depreciation, depletion and amortization expense 127 16 – 143 Impairment of natural gas and oil properties 1,034 – – 1,034 Operating income (loss) (1,160) (1) 60 (2) – (1,100) Interest expense (3) 14 – – 14 Other loss , net (2) (1) – (3) Loss on derivatives (13) (1) – (14) Provision for income taxes (3) 1 – – 1 Assets 5,538 1,220 1,760 (4) 8,518 Capital investments (5) 120 2 – 122 Three months ended March 31, 2015: Revenues from external customers $ 660 $ 273 $ – $ 933 Intersegment revenues (5) 665 1 661 Depreciation, depletion and amortization expense 278 15 – 293 Operating income (loss) 78 88 (1) 165 Interest expense (3) 45 7 (1) 51 Other loss, net (1) – – (1) Gain (loss) on derivatives 15 – (1) 14 Provision for income taxes (3) 18 31 – 49 Assets 13,703 1,616 242 (4) 15,561 Capital investments (5) 1,030 138 3 1,171 (1) Operating income (loss) for the E&P segment includes $61 million related to restructuring charges. (2) Operating income (loss) for the Midstream segment includes $3 million related to restructuring charges. (3) Interest expense and the provision for income taxes by segment are an allocation of corporate amounts as they are incurred at the corporate level. (4) Other assets represent corporate assets not allocated to segments and assets for non-reportable segments. At March 31, 2016, other assets includes $1.55 billion in marketable securities, which were sold on April 1, 2016 to repay revolver debt. See Note 2 to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional discussion. (5) Capital investments includes a $78 million decrease and an immaterial increase for the three months ended March 31 , 201 6 and 201 5 , respectively, relating to the change in accrued expenditures between periods. E&P capital for the three month period ended March 31 , 201 5 includes approximately $534 million related to the WPX Property and Statoil Property Acquisitions. Midstream capital for the three months ended March 31, 2015 includes approximately $119 million associ ated 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 $ 319 million and $ 576 million for the three months ended March 31, 2016 and 2015, respectively for marketing of the Company’s E&P sales. Corporate assets include cash and cash equivalents, furniture and fixtures and other costs. Corporate general and administrative costs, depreciation expense and taxes other than income are allocated to the segments. Capital investments within the E&P segment include $1 million for the three months ended March 31, 2016 and 2015, related to the Company’s activities in Canada. The Company’s E&P segment assets included $ 53 million and $ 71 million a t March 31, 2016 and 2015 , respectively, related to the Company’s activities in Canada . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | (15) INCOME TAXES The Company’s effective tax rate was approximately 0% for the three months ended March 31, 2016, primarily as a result of the recognition of a valuation allowance. A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, the Company uses estimates and judgment regarding future taxable income, and considers the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry. Due to the material write-downs of the carrying value of oil and natural gas properties and operating results, the Company is in a net deferred tax asset position. The Company believes it is more likely than not that these deferred tax assets will not be realized and recorded a $4 31 million tax expense for the increase in our valuation allowance . Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. A significant piece of objective negative evidence evaluated is the projected cumulative loss incurred over the three -year period ending December 31, 2016. Such objective negative evidence limits the ability to consider other subjective positive evidence, such as projections for future growth. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as future expected growth. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | (1 6 ) NEW ACCOUNTING PRONOUNCEMENTS New Accounting Standards Implemented In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) (“Update 2015-03”), in an effort to simplify presentation of debt issuance costs. Update 2015-03 required 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 was not affected by the amendments in this Update. Entities were required to apply the amendments in Update 2015-03 on a retrospective basis, with the balance sheet of each individual period presented 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 addressed 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 were effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted this update in the first quarter of 2016 resulting in an immaterial impact on its unaudited condensed consolidated results of operations, financial position and cash flows. At December 31, 2015, the Company had $24 million in unamortized debt expense that was classified as a long-term asset. As of March 31, 2016, long-term debt included a contra liability of $23 million for unamortized debt expense previously r ecognized as a long-term asset. 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 adopted this update in the first quarter of 2016 resulting in no impact on its unaudited condensed consolidated results of operations, financial position and 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 determined. 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 acquisition 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 were effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this update in the first quarter of 2016 resulting in no impact on its unaudited condensed consolidated results of operations, financial position and 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 was effective for annual reporting periods beginning after December 15, 2015 including interim periods within that reporting period. The Company adopted this update in the first quarter of 2016 resulting in no impact on its unaudited condensed consolidated results of operations, financial position and cash flows. New Accounting Standards Not Yet Implemented 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 August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606)(“Update 2015-14”). Deferral of the Effective Date, which finalizes proposed ASU No. 2015-240 of the same name and responds to stakeholders’ request to defer the effective date of the guidance in ASU No. 2014-09. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net)(“Updated 2016-08”), which finalized proposed ASU No. 2015-290 of the same name and clarifies the implementation guidance on principal versus agent considerations. For public entities, Update 2014-09, Update 2015-14, and Update 2016-08 are 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, Update 2015-14 and Update 2016-08 and assessing the impact, if any, they 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 February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“Update 2016-02”), which seeks to increase transparency and comparability among organizations by, among other things, recognizing lease assets and lease liabilities on the balance sheet for leases classified as operating leases under previous GAAP and disclosing key information about leasing arrangements. For public entities, Update 2016-02 becomes effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of Update 2016-02 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718) (“Update 2016-09”), which seeks to simplify accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. For public entities, Update 2016-09 becomes 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 2016-09 and assessing the impact, if any, it may have on its consolidated results of operations, financial position or cash flows. |
Cash And Cash Equivalents (Tabl
Cash And Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Summary Of Cash And Cash Equivalents | March 31, December 31, 2016 2015 (in millions) Cash $ 57 $ 15 Marketable securities 1,540 – Total cash and cash equivalents $ 1,597 $ 15 |
Reduction In Workforce (Tables)
Reduction In Workforce (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Reduction In Workforce [Abstract] | |
Summary Of Restructuring Charges | For the three months ended March 31, 2016 (in millions) Severance (including payroll taxes) $ 42 Stock-based compensation 18 Benefits 3 Outplacement services, other 1 Total restructuring charges (1) $ 64 (1) Total restructuring charges were $61 million and $3 million for the Company’s E&P and Midstream segments, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share | For the three months ended March 31, 2016 2015 (in millions, except share/per share amounts) Net income (loss) $ (1,132) $ 78 Mandatory convertible preferred stock dividend 27 25 Net income (loss) attributable to shareholders (1,159) 53 Participating securities - mandatory convertible preferred stock – 7 Net income (loss) attributable to common stock $ (1,159) $ 46 Number of common shares: Weighted average outstanding 382,870,847 375,444,030 Issued upon assumed exercise of outstanding stock options (1) – – Effect of issuance of non-vested restricted common stock (2) – 133,634 Effect of issuance of non-vested performance units (3) – 390 Effect of issuance of mandatory convertible preferred stock (4) – – Effect of declaration of preferred stock dividends (5) – – Weighted average and potential dilutive outstanding 382,870,847 375,578,054 Earnings (loss) per common share: Basic $ ($3.03) $ 0.12 Diluted $ ($3.03) $ 0.12 (1) Due to the net loss for the three months ended March 31, 2016, the unvested stock options were not recognized in diluted earnings per share calculations as they would be antidilutive. Options for 5,732,521 shares and 3,704,089 shares were excluded from the calculation of diluted shares for the three months ended March 31, 2016 and 2015, respectively, because they would have had an antidilutive effect . (2) Due to the net loss for the three months ended March 31, 2016 , the unvested share-based payments were not recognized in diluted earnings per share calculations as they would be antidilutive. The calculation excluded 5,779,820 shares and 1,916,645 shares of restricted stock for the three months ended March 31, 2016 and 2015, respectively, because they would have had an antidilutive effect. (3) F or the three months ended March 31, 2016, 297,297 shares of performance units were excluded from the calculation of diluted earnings per share as they would be antidilutive. (4) F or the three months ended March 31, 2016 and 2015, 74,999,895 and 58,333,252 , respectively, of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock were excluded from the diluted earnings per sh are calculation as they would be antidilutive. (5) Due to the net loss for the three months ended March 31, 2016, 3,024,737 shares of common stock declared as preferred stock dividends were excl uded from the diluted earnings per share calculations as they would have had an antidilutive effect . |
Derivatives And Risk Manageme28
Derivatives And Risk Management (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivatives And Risk Management [Abstract] | |
Schedule Of Derivative Instruments, Notional Amount In BCF, Weighted Average Contract Prices And Fair Value | Weighted Average Price per MMBtu Volume (Bcf) Swaps Purchased Puts Sold Calls Fair value at March 31, 2016 ($ in millions) Natural Gas: Fixed Price Swaps: 2016 64 $ 2.48 $ – $ – $ 20 Purchased Put Options: 2016 43 $ – $ 2.35 $ – $ 15 Sold Call Options: 2016 90 $ – $ – $ 5.00 $ – 2017 86 $ – $ – $ 3.25 $ (16) 2018 63 $ – $ – $ 3.50 $ (12) 2019 52 $ – $ – $ 3.50 $ (13) 2020 32 $ – $ – $ 3.75 $ (9) |
Balance Sheet Classification Of Derivative Financial Instruments | Derivative Assets Balance Sheet Classification Fair Value March 31, 2016 December 31, 2015 (in millions) Basis swaps Derivative assets $ – $ 3 Fixed price swaps Derivative assets 20 – Purchased put options Derivative assets 15 – Total derivative assets $ 35 $ 3 Derivative Liabilities Balance Sheet Classification Fair Value March 31, 2016 December 31, 2015 (in millions) Sold call options Derivative liabilities $ 5 $ – Interest rate swaps Derivative liabilities 3 3 Sold call options Other long-term liabilities 45 – Interest rate swaps Other long-term liabilities 5 2 Total derivative liabilities $ 58 $ 5 |
Summary Of Before Tax Effect Of Fair Value Hedges Not Designated For Hedge Accounting | Gain (Loss) on Derivatives , Unsettled Recognized in Earnings Consolidated Statement of Operations For the three months ended Classification of Gain (Loss) on March 31, Derivative Instrument Derivatives, Unsettled 2016 2015 (in millions) Basis swaps Gain (Loss) on Derivatives $ (3) $ (8) Sold call options Gain (Loss) on Derivatives (50) 8 Purchased put options Gain (Loss) on Derivatives 15 – Fixed price swaps Gain (Loss) on Derivatives 20 (18) Interest rate swaps Gain (Loss) on Derivatives (3) (3) Total loss on unsettled derivatives $ (21) $ (21) Gain (Loss) on Derivatives, Settled (1) Recognized in Earnings Consolidated Statement of Operations For the three months ended Classification of Gain (Loss) March 31, Derivative Instrument on Derivatives, Settled (1) 2016 2015 (in millions) Basis swaps Gain (Loss) on Derivatives $ 4 $ (6) Fixed price swaps Gain (Loss) on Derivatives 4 42 Interest rate swaps Gain (Loss) on Derivatives (1) (1) Total gain on settled derivatives (2) $ 7 $ 35 Total gain (loss) on derivatives $ (14) $ 14 (1) T he Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that have settled within the period . (2) T hese amounts are included, along with gas sales revenues, in the calculation of the Company’s realized natural gas price . |
Reclassifications From Accumu29
Reclassifications From Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Reclassifications From Accumulated Other Comprehensive Income [Abstract] | |
Components Of Accumulated Other Comprehensive Income (Loss) | For the three months ended March 31, 2016 Pension and Other Postretirement Foreign Currency Total (in millions) (1) Beginning balance at December 31, 2015 $ (25) $ (23) $ (48) Other comprehensive income before reclassifications – 3 3 Amounts reclassified from other comprehensive income (loss) (2) 1 – 1 Net current-period other comprehensive loss 1 3 4 Ending balance at March 31, 2016 $ (24) $ (20) $ (44) (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 Accumulated Other Comprehensive Income For the three months ended March 31, 2016 (in millions) Pension and other postretirement Amortization of prior service cost and net loss (1) General and administrative expenses $ 2 Provision for income taxes 1 Total reclassifications for the period Net loss $ 1 (1) See Note 12 for additional details regarding the Company’s retirement and employee benefit plans. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Carrying Amount And Estimated Fair Values Of Financial Instruments | March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value (in millions) Cash and cash equivalents $ 1,597 $ 1,597 $ 15 $ 15 Credit facility 1,852 1,852 116 116 Term loan facility 748 748 747 747 Senior notes 3,843 2,729 3,842 2,651 Derivative instruments, net (23) (23) (2) (2) |
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis | March 31, 2016 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 $ – $ 20 $ – $ 20 Purchased put option assets – – 15 15 Interest rate swap liabilities – (8) – (8) Sold call option liabilities – – (50) (50) Total $ – $ 12 $ (35) $ (23) December 31, 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 Basis swap assets $ – $ – $ 3 $ 3 Interest rate swap liabilities – (5) – (5) Total $ – $ (5) $ 3 $ (2) |
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 March 31, 2016 2015 (in millions) Balance at beginning of period $ 3 $ (8) Total gains (losses): Included in earnings (34) (6) Purchases, issuances, and settlements: Settlements (4) 6 Transfers into/out of Level 3 – – Balance at end of period $ (35) $ (8) Change in losses included in earnings relating to derivatives still held as of March 31 $ (38) $ – |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt [Abstract] | |
Components Of Debt | March 31, 2016 (in millions) Debt Instrument Unamortized Issuance Cost Unamortized Debt Discount Total Short-term debt: 7.15% Senior Notes due May 2018 $ 1 $ – $ – $ 1 Total short-term debt $ 1 $ – $ – $ 1 Long-term debt: Variable rate ( 4.154% at March 31, 2016) credit facility, expires December 2018 1,852 – – 1,852 Variable rate ( 2.025% at March 31, 2016) term loan facility, due November 2018 750 (2) – 748 7.35% Senior Notes due October 2017 15 – – 15 7.125% Senior Notes due October 2017 25 – – 25 3.3% Senior Notes due January 2018 350 (2) – 348 7.5% Senior Notes due February 2018 600 (2) – 598 7.15% Senior Notes due May 2018 26 – – 26 4.05% Senior Notes due January 2020 850 (5) – 845 4.10% Senior Notes due March 2022 1,000 (5) (1) 994 4.95% Senior Notes due January 2025 1,000 (7) (2) 991 Total long-term debt $ 6,468 $ (23) $ (3) $ 6,442 Total debt $ 6,469 $ (23) $ (3) $ 6,443 December 31, 2015 (in millions) Debt Instrument Unamortized Issuance Cost Unamortized Debt Discount Total Short-term debt: 7.15% Senior Notes due May 2018 $ 1 $ – $ – $ 1 Total short-term debt $ 1 $ – $ – $ 1 Long-term debt: Variable rate ( 1.886% at December 31, 2015) credit facility, expires December 2018 116 – – 116 Variable rate ( 1.775% at December 31, 2015) term loan facility, due November 2018 750 (3) – 747 7.35% Senior Notes due October 2017 15 – – 15 7.125% Senior Notes due October 2017 25 – – 25 3.3% Senior Notes due January 2018 350 (2) – 348 7.5% Senior Notes due February 2018 600 (2) – 598 7.15% Senior Notes due May 2018 26 – – 26 4.05% Senior Notes due January 2020 850 (5) (1) 844 4.10% Senior Notes due March 2022 1,000 (5) (1) 994 4.95% Senior Notes due January 2025 1,000 (7) (2) 991 Total long-term debt $ 4,732 $ (24) $ (4) $ 4,704 Total debt $ 4,733 $ (24) $ (4) $ 4,705 |
Pension Plan And Other Postre32
Pension Plan And Other Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Pension Plan And Other Postretirement Benefits [Abstract] | |
Pension And Other Postretirement Benefit Costs | Pension Benefits For the three months ended March 31, 2016 2015 (in millions) Service cost $ 4 $ 4 Interest cost 2 1 Expected return on plan assets (2) (2) Amortization of prior service cost – – Amortization of net loss – 1 Net periodic benefit cost $ 4 $ 4 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation [Abstract] | |
Schedule Of Stock-Based Compensation Costs | For the three months ended March 31, 2016 2015 (in millions) Stock-based compensation cost – expensed (1) $ 23 $ 6 Stock-based compensation cost – capitalized $ 3 $ 5 (1) Includes $18 million related to the reduction in workforce that occurred in the first quarter of 2016. |
Summary Of Stock Option Activity | Number Weighted Average of Options Exercise Price (in thousands) (per share) Outstanding at December 31, 2015 5,623 $ 24.57 Granted 156 8.60 Exercised – – Forfeited or expired (10) 30.29 Outstanding at March 31, 2016 5,769 24.13 Exercisable at March 31, 2016 2,567 $ 36.12 |
Summary Of Restricted Stock Activity | Number Weighted Average of Shares Fair Value (in thousands) (per share) Unvested shares at December 31, 2015 7,222 $ 13.24 Granted 77 8.35 Vested (1) (1,947) 8.32 Forfeited (24) 12.11 Unvested shares at March 31, 2016 5,328 $ 13.24 (1) Includes 1,887,160 shares related to the reduction in workforce that occurred in the first quarter of 2016. |
Summary Of Performance Unit Activity | Number Weighted Average of Units (1) Fair Value (in thousands) (per share) Unvested units at December 31, 2015 407 $ 36.65 Granted (2) 1,061 8.31 Vested (3) (5) 8.08 Forfeited (38) 8.08 Unvested units at March 31, 2016 1,425 $ 14.47 (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. (2) Excludes 441,450 units in excess of individual award limits subject to shareholder approval of the amended 2013 Incentive Plan at the annual meeting on May 17, 2016. (3) Includes 5,168 units related to the reduction in workforce that occurred in the first quarter of 2016 . |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Summary Financial Information For Company's Reportable Segments | Exploration and Midstream Production Services Other Total (in millions) Three months ended March 31, 2016: Revenues from external customers $ 343 $ 236 $ – $ 579 Intersegment revenues (7) 385 – 378 Depreciation, depletion and amortization expense 127 16 – 143 Impairment of natural gas and oil properties 1,034 – – 1,034 Operating income (loss) (1,160) (1) 60 (2) – (1,100) Interest expense (3) 14 – – 14 Other loss , net (2) (1) – (3) Loss on derivatives (13) (1) – (14) Provision for income taxes (3) 1 – – 1 Assets 5,538 1,220 1,760 (4) 8,518 Capital investments (5) 120 2 – 122 Three months ended March 31, 2015: Revenues from external customers $ 660 $ 273 $ – $ 933 Intersegment revenues (5) 665 1 661 Depreciation, depletion and amortization expense 278 15 – 293 Operating income (loss) 78 88 (1) 165 Interest expense (3) 45 7 (1) 51 Other loss, net (1) – – (1) Gain (loss) on derivatives 15 – (1) 14 Provision for income taxes (3) 18 31 – 49 Assets 13,703 1,616 242 (4) 15,561 Capital investments (5) 1,030 138 3 1,171 (1) Operating income (loss) for the E&P segment includes $61 million related to restructuring charges. (2) Operating income (loss) for the Midstream segment includes $3 million related to restructuring charges. (3) Interest expense and the provision for income taxes by segment are an allocation of corporate amounts as they are incurred at the corporate level. (4) Other assets represent corporate assets not allocated to segments and assets for non-reportable segments. At March 31, 2016, other assets includes $1.55 billion in marketable securities, which were sold on April 1, 2016 to repay revolver debt. See Note 2 to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional discussion. (5) Capital investments includes a $78 million decrease and an immaterial increase for the three months ended March 31 , 201 6 and 201 5 , respectively, relating to the change in accrued expenditures between periods. E&P capital for the three month period ended March 31 , 201 5 includes approximately $534 million related to the WPX Property and Statoil Property Acquisitions. Midstream capital for the three months ended March 31, 2015 includes approximately $119 million associ ated with the intangible asset related to the firm transportation acquired through the WPX Property Acquisition. |
Cash And Cash Equivalents (Narr
Cash And Cash Equivalents (Narrative) (Details) - Unsecured Debt [Member] - Credit Facility [Member] - USD ($) $ in Millions | Apr. 01, 2016 | Mar. 30, 2016 |
Line of Credit Facility [Line Items] | ||
Line of credit, amount borrowed | $ 1,550 | |
Subsequent Event [Member] | ||
Line of Credit Facility [Line Items] | ||
Repayment of line of credit | $ 1,550 |
Cash And Cash Equivalents (Summ
Cash And Cash Equivalents (Summary Of Cash And Cash Equivalents) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 57 | $ 15 | ||
Marketable securities | 1,540 | |||
Total cash and cash equivalents | $ 1,597 | $ 15 | $ 17 | $ 53 |
Reduction In Workforce (Narrati
Reduction In Workforce (Narrative) (Details) - Workforce Reduction [Member] $ in Millions | 1 Months Ended | |
Jan. 31, 2016employee | Mar. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Positions eliminated, percent | 40.00% | |
Positions eliminated | employee | 1,100 | |
Restructuring reserve | $ | $ 24 |
Reduction In Workforce (Summary
Reduction In Workforce (Summary Of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance (including payroll taxes) | $ 42 | |
Stock-based compensation | 23 | $ 6 |
Total restructuring charges | 64 | |
Exploration and Production [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 61 | |
Midstream Services [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 3 | |
Workforce Reduction [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance (including payroll taxes) | 42 | |
Stock-based compensation | 18 | |
Benefits | 3 | |
Outplacement services, other | 1 | |
Total restructuring charges | $ 64 |
Acquisitions And Divestitures (
Acquisitions And Divestitures (Narrative) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2015USD ($) | May. 31, 2015USD ($) | Apr. 30, 2015USD ($)miMMcf | Jan. 31, 2015USD ($)aMMcf | Dec. 31, 2014USD ($)aMMcf | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)aitemMMcf | |
Business Acquisition [Line Items] | ||||||||
Area of land purchased | a | 413,000 | 413,000 | ||||||
Bridge Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Bridge loan | $ 4,500 | $ 4,500 | $ 4,500 | $ 4,500 | ||||
Debt instrument, term | 364 days | 364 days | 364 days | |||||
Debt issuance costs | $ 47 | |||||||
Unsecured Debt [Member] | Term Loan due November 2018 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Loans payable | $ 750 | $ 500 | $ 500 | |||||
Maturity date, month and year | 2016-12 | |||||||
Debt instrument, term | 3 years | 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 | |||||||
Firm transportation, useful life | 19 years | |||||||
Amortization | $ 10 | $ 8 | ||||||
Statoil Property Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of land purchased | a | 30,000 | |||||||
Percentage of interest acquired | 20.00% | |||||||
Cost to acquire property | $ 357 | |||||||
Allocated to natural gas and oil properties | $ 357 | |||||||
Chesapeake Property Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 5,000 | |||||||
East Texas and Arkoma Basin [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from sale of oil and gas property and equipment | $ 211 | |||||||
Reduction in capitalized costs relating to proceeds | $ (205) | |||||||
Bradford And Lycoming Counties, Pennsylvania [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from sale of oil and gas property and equipment | $ 489 | |||||||
Net book value | 206 | |||||||
Gain on sale of property | $ 283 | |||||||
Number of miles of natural gas gathering pipeline | mi | 100 | |||||||
Pipeline capacity per day | MMcf | 600 |
Natural Gas And Oil Properties
Natural Gas And Oil Properties (Narrative) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($)$ / MMBTU$ / bbl | Mar. 31, 2015USD ($)$ / MMBTU$ / bbl | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | |
Natural Gas and Oil Properties [Line Items] | |||||
Natural gas, oil and NGL reserves discount | 10.00% | ||||
Period of time needed to calculate ceiling value of reserves | 12 months | ||||
Cash flow hedges impact on ceiling value, net of tax | $ | $ 45 | ||||
Impairment of natural gas and oil properties, net of tax | $ | $ 641 | $ 1,586 | $ 1,746 | $ 944 | |
Natural Gas [Member] | Henry Hub [Member] | |||||
Natural Gas and Oil Properties [Line Items] | |||||
Full cost ceiling test, price | $ / MMBTU | 2.40 | 3.88 | |||
Oil [Member] | West Texas Intermediate [Member] | |||||
Natural Gas and Oil Properties [Line Items] | |||||
Full cost ceiling test, price | $ / bbl | 42.77 | 79.21 | |||
NGL [Member] | |||||
Natural Gas and Oil Properties [Line Items] | |||||
Full cost ceiling test, price | $ / bbl | 5.76 | 16.38 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2016 | Jan. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Bridge Loan [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Bridge loan | $ 4,500 | $ 4,500 | $ 4,500 | ||
Debt instrument, term | 364 days | 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 | $ 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 | 5.00% | ||||
Liquidation preference per share | $ 50 | ||||
Series B Preferred Stock [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Liquidation preference per share | $ 1,000 | $ 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 | ||||
Subsequent Event [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Common stock, shares issued as stock dividend | 3,024,737 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 16, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Earnings Per Share [Line Items] | |||
Net income (loss) | $ (1,132) | $ 78 | |
Mandatory convertible preferred stock dividend | 27 | 25 | |
Net income (loss) attributable to shareholders | $ (1,159) | 53 | |
Participating securities - mandatory convertible preferred stock | 7 | ||
Net Income (Loss) Attributable to Common Stock | $ (1,159) | $ 46 | |
Number of common shares, Weighted average outstanding | 382,870,847 | 375,444,030 | |
Number of common shares: Issued upon assumed exercise of outstanding stock options | |||
Number of common shares: Effect of issuance of non-vested restricted common stock | 133,634 | ||
Number of common shares: Effect of issuance of non-vested performance units | 390 | ||
Number of common shares: Effect of issuance of mandatory convertible preferred stock | |||
Number of common shares: Effect of declaration of preferred stock dividends | |||
Number of common shares, Weighted average and potential dilutive outstanding | 382,870,847 | 375,578,054 | |
Basic | $ (3.03) | $ 0.12 | |
Diluted | $ (3.03) | $ 0.12 | |
Common stock, shares declared as stock dividend | 3,024,737 | 3,024,737 | |
Stock Options [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, shares | 5,732,521 | 3,704,089 | |
Restricted Stock [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, shares | 5,779,820 | 1,916,645 | |
Performance Units [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, shares | 297,297 | ||
Mandatory Convertible Preferred Stock [Member] | |||
Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, shares | 74,999,895 | 58,333,252 |
Derivatives And Risk Manageme43
Derivatives And Risk Management (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Gas sales | $ 315 | $ 625 | |
Interest Rate Swaps [Member] | |||
Derivative [Line Items] | |||
Derivative liabilities | 8 | $ 5 | |
Fixed Price Swaps [Member] | |||
Derivative [Line Items] | |||
Accumulated other comprehensive income | 24 | ||
Gas sales | $ 42 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | |||
Derivative [Line Items] | |||
Notional amount | $ 170 | ||
Derivative, expiration | Jun. 30, 2020 | ||
Natural Gas [Member] | |||
Derivative [Line Items] | |||
Derivative liabilities | $ 15 |
Derivatives And Risk Manageme44
Derivatives And Risk Management (Schedule Of Derivative Instruments, Notional Amount In BCF, Weighted Average Contract Prices And Fair Value) (Details) - Not Designated as Hedging Instrument [Member] $ in Millions, ft³ in Billions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / MMBTUft³ | |
2016 [Member] | Fixed Price Swaps [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 64 |
Average fixed price per MMBtu | $ / MMBTU | 2.48 |
Fair value | $ | $ 20 |
2016 [Member] | Purchased Put Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 43 |
Floor price per MMBtu | $ / MMBTU | 2.35 |
Fair value | $ | $ 15 |
2016 [Member] | Sold Call Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 90 |
Cap price per MMBtu | $ / MMBTU | 5 |
Fair value | $ | |
2017 [Member] | Sold Call Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 86 |
Cap price per MMBtu | $ / MMBTU | 3.25 |
Fair value | $ | $ (16) |
2018 [Member] | Sold Call Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 63 |
Cap price per MMBtu | $ / MMBTU | 3.50 |
Fair value | $ | $ (12) |
2019 [Member] | Sold Call Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 52 |
Cap price per MMBtu | $ / MMBTU | 3.50 |
Fair value | $ | $ (13) |
2020 [Member] | Sold Call Options [Member] | |
Derivative [Line Items] | |
Volume (Bcf) | ft³ | 32 |
Cap price per MMBtu | $ / MMBTU | 3.75 |
Fair value | $ | $ (9) |
Derivatives And Risk Manageme45
Derivatives And Risk Management (Balance Sheet Classification Of Derivative Financial Instruments) (Details) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 35 | $ 3 |
Derivative liabilities | 58 | 5 |
Basis Swaps [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 3 | |
Fixed Price Swaps [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 20 | |
Purchased Put Options [Member] | Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 15 | |
Sold Call Options [Member] | Derivative Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 5 | |
Sold Call Options [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 45 | |
Interest Rate Swaps [Member] | Derivative Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 3 |
Interest Rate Swaps [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 5 | $ 2 |
Derivatives And Risk Manageme46
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | $ (21) | $ (21) |
Derivative Instrument, Gain (Loss) on Derivatives, Settled | 7 | 35 |
Total gain (loss) on derivatives | (14) | 14 |
Basis Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | (3) | (8) |
Derivative Instrument, Gain (Loss) on Derivatives, Settled | 4 | (6) |
Sold Call Options [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | (50) | 8 |
Purchased Put Options [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | 15 | |
Fixed Price Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | 20 | (18) |
Derivative Instrument, Gain (Loss) on Derivatives, Settled | 4 | 42 |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instrument, Gain (Loss) on Derivatives, Unsettled | (3) | (3) |
Derivative Instrument, Gain (Loss) on Derivatives, Settled | $ (1) | $ (1) |
Reclassifications From Accumu47
Reclassifications From Accumulated Other Comprehensive Income (Components Of Accumulated Other Comprehensive Income (Loss)) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance, December 31, 2015 | $ (48) |
Other comprehensive income (loss) before reclassifications | 3 |
Amounts reclassified from/to other comprehensive income | 1 |
Net current-period other comprehensive loss | 4 |
Ending balance, March 31, 2016 | (44) |
Pension And Other Postretirement [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance, December 31, 2015 | $ (25) |
Other comprehensive income (loss) before reclassifications | |
Amounts reclassified from/to other comprehensive income | $ 1 |
Net current-period other comprehensive loss | 1 |
Ending balance, March 31, 2016 | (24) |
Foreign Currency [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance, December 31, 2015 | (23) |
Other comprehensive income (loss) before reclassifications | $ 3 |
Amounts reclassified from/to other comprehensive income | |
Net current-period other comprehensive loss | $ 3 |
Ending balance, March 31, 2016 | $ (20) |
Reclassifications From Accumu48
Reclassifications From Accumulated Other Comprehensive Income (Amounts Reclassified From Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
General and administrative expenses | $ 54 | $ 68 |
Provision for income taxes | 1 | 49 |
Net Income (Loss) | (1,132) | $ 78 |
Pension And Other Postretirement [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
General and administrative expenses | 2 | |
Provision 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 | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments, net | $ (23) | $ (2) |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1,597 | 15 |
Credit facility | 1,852 | 116 |
Derivative instruments, net | (23) | (2) |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 1,597 | 15 |
Credit facility | 1,852 | 116 |
Derivative instruments, net | (23) | (2) |
Unsecured Debt [Member] | Carrying Amount [Member] | Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans | 748 | 747 |
Unsecured Debt [Member] | Fair Value [Member] | Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans | 748 | 747 |
Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 3,843 | 3,842 |
Senior Notes [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | $ 2,729 | $ 2,651 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ (23) | $ (2) |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 12 | $ (5) |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (35) | 3 |
Fixed Price Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 20 | |
Fixed Price Swaps [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Fixed Price Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 20 | |
Purchased Put Options [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 15 | |
Purchased Put Options [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
Purchased Put Options [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 15 | |
Basis Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 3 | |
Basis Swaps [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | ||
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 | |
Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (8) | $ (5) |
Interest Rate Swaps [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Interest Rate Swaps [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (8) | $ (5) |
Sold Call Options [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (50) | |
Sold Call Options [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | ||
Sold Call Options [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (50) |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value Measurements [Abstract] | ||
Balance at beginning of period | $ 3 | $ (8) |
Included in earnings | (34) | (6) |
Purchases, issuances, and settlements: | ||
Settlements | $ (4) | $ 6 |
Transfers into/out of Level 3 | ||
Balance at end of period | $ (35) | $ (8) |
Change in losses included in earnings relating to derivatives still held as of March 31 | $ (38) |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Apr. 01, 2016USD ($) | Mar. 30, 2016USD ($) | Feb. 29, 2016 | Nov. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Mar. 31, 2016USD ($)item | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||
Adjusted debt capital structure, percentage | 45.00% | ||||||||
Adjusted equity capital structure, percentage | 55.00% | ||||||||
Scenario, Forecast [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in interest expense | $ 14,000,000 | ||||||||
Unsecured Debt [Member] | Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,000,000,000 | ||||||||
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 | $ 500,000,000 | ||||||||
Line of credit, amount borrowed | $ 1,550,000,000 | ||||||||
Line of credit, amounts drawn | $ 1,900,000,000 | ||||||||
Debt percentage of adjusted book capital structure covenant | 60.00% | ||||||||
Unsecured Debt [Member] | Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of line of credit | $ 1,550,000,000 | ||||||||
Unsecured Debt [Member] | Credit Facility [Member] | Over LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis points | 2.00% | ||||||||
Unsecured Debt [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit, amounts drawn | $ 148,000,000 | ||||||||
Unsecured Debt [Member] | Commercial Paper [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 2,000,000,000 | ||||||||
Line of credit, amounts drawn | $ 0 | ||||||||
Unsecured Debt [Member] | Commercial Paper [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 397 days | ||||||||
Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of debt | $ 2,200,000,000 | ||||||||
Senior Notes [Member] | Over LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Incremental increase on basis points | 0.25% | ||||||||
Increase in basis spread | 1.25% | ||||||||
Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 364 days | 364 days | 364 days | ||||||
Bridge loan | $ 4,500,000,000 | $ 4,500,000,000 | $ 4,500,000,000 | ||||||
Debt issuance costs | 47,000,000 | ||||||||
Term Loan due November 2018 [Member] | Unsecured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loans payable | $ 750,000,000 | $ 500,000,000 | |||||||
Debt instrument, term | 3 years | 2 years | |||||||
Maturity date, month and year | 2016-12 | ||||||||
Term Loan due November 2018 [Member] | Unsecured Debt [Member] | Over LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis points | 1.625% | ||||||||
3.3% Senior Notes due January 2018 [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 350,000,000 | ||||||||
Stated interest rate | 3.30% | ||||||||
Maturity date, year | 2,018 | ||||||||
Percentage of face amount, sold to public | 99.949% | ||||||||
4.05% Senior Notes due January 2020 [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 850,000,000 | ||||||||
Stated interest rate | 4.05% | ||||||||
Maturity date, year | 2,020 | ||||||||
Percentage of face amount, sold to public | 99.897% | ||||||||
4.95% Senior Notes due January 2025 [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 1,000,000,000 | ||||||||
Stated interest rate | 4.95% | ||||||||
Maturity date, year | 2,025 | ||||||||
Percentage of face amount, sold to public | 99.782% | ||||||||
Commercial Paper And Revolving Credit Facility [Member] | Unsecured Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,000,000,000 | ||||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of shares | $ 669,000,000 | ||||||||
Depositary Shares [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of shares | $ 1,700,000,000 |
Debt (Components Of Debt) (Deta
Debt (Components Of Debt) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Debt Instrument | $ 6,469 | $ 4,733 |
Unamortized Issuance Costs | (23) | (24) |
Unamortized Debt Discount | (3) | (4) |
Total | 6,443 | 4,705 |
Short-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 1 | $ 1 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 1 | $ 1 |
Short-term Debt [Member] | 7.15% Senior Notes due May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 1 | $ 1 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 1 | $ 1 |
Stated interest rate | 7.15% | 7.15% |
Maturity date, month and year | 2018-05 | 2018-05 |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 6,468 | $ 4,732 |
Unamortized Issuance Costs | (23) | (24) |
Unamortized Debt Discount | (3) | (4) |
Total | 6,442 | 4,704 |
Long-term Debt [Member] | Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 1,852 | $ 116 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 1,852 | $ 116 |
Credit facility, variable interest rate | 4.154% | 1.886% |
Credit facility, maturity date | Dec. 1, 2018 | Dec. 1, 2018 |
Long-term Debt [Member] | Term Loan due November 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 750 | $ 750 |
Unamortized Issuance Costs | $ (2) | $ (3) |
Unamortized Debt Discount | ||
Total | $ 748 | $ 747 |
Variable interest rate | 2.025% | 1.775% |
Maturity date, month and year | 2018-11 | 2018-11 |
Long-term Debt [Member] | 7.35% Senior Notes due October 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 15 | $ 15 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 15 | $ 15 |
Stated interest rate | 7.35% | 7.35% |
Maturity date, month and year | 2017-10 | 2017-10 |
Long-term Debt [Member] | 7.125% Senior Notes due October 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 25 | $ 25 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 25 | $ 25 |
Stated interest rate | 7.125% | 7.125% |
Maturity date, month and year | 2017-10 | 2017-10 |
Long-term Debt [Member] | 3.3% Senior Notes due January 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 350 | $ 350 |
Unamortized Issuance Costs | $ (2) | $ (2) |
Unamortized Debt Discount | ||
Total | $ 348 | $ 348 |
Stated interest rate | 3.30% | 3.30% |
Maturity date, month and year | 2018-01 | 2018-01 |
Long-term Debt [Member] | 7.5% Senior Notes due February 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 600 | $ 600 |
Unamortized Issuance Costs | $ (2) | $ (2) |
Unamortized Debt Discount | ||
Total | $ 598 | $ 598 |
Stated interest rate | 7.50% | 7.50% |
Maturity date, month and year | 2018-02 | 2018-02 |
Long-term Debt [Member] | 7.15% Senior Notes due May 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 26 | $ 26 |
Unamortized Issuance Costs | ||
Unamortized Debt Discount | ||
Total | $ 26 | $ 26 |
Stated interest rate | 7.15% | 7.15% |
Maturity date, month and year | 2018-05 | 2018-05 |
Long-term Debt [Member] | 4.05% Senior Notes due January 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 850 | $ 850 |
Unamortized Issuance Costs | $ (5) | (5) |
Unamortized Debt Discount | (1) | |
Total | $ 845 | $ 844 |
Stated interest rate | 4.05% | 4.05% |
Maturity date, month and year | 2020-01 | 2020-01 |
Long-term Debt [Member] | 4.10% Senior Notes due March 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 1,000 | $ 1,000 |
Unamortized Issuance Costs | (5) | (5) |
Unamortized Debt Discount | (1) | (1) |
Total | $ 994 | $ 994 |
Stated interest rate | 4.10% | 4.10% |
Maturity date, month and year | 2022-03 | 2022-03 |
Long-term Debt [Member] | 4.95% Senior Notes due January 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument | $ 1,000 | $ 1,000 |
Unamortized Issuance Costs | (7) | (7) |
Unamortized Debt Discount | (2) | (2) |
Total | $ 991 | $ 991 |
Stated interest rate | 4.95% | 4.95% |
Maturity date, month and year | 2025-01 | 2025-01 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2015plaintiffitem | Jul. 31, 2013USD ($) | Aug. 31, 2011USD ($) | Mar. 31, 2016USD ($)item | Dec. 31, 2010USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Obligation under transportation agreements | $ 8,600,000,000 | ||||
Guarantee obligations relative to the firms transportation agreements and gathering project and services | 861,000,000 | ||||
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 | ||||
Indemnification liability | 0 | ||||
Access Capacity on Future Projects Concentration Risk [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Obligation under transportation agreements | $ 3,300,000,000 | ||||
Arkansas Royalty Litigation [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of cases | item | 3 | ||||
Arkansas Royalty Litigation [Member] | Arkansas State Court 2010 and 2013 [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of cases | item | 2 | ||||
Arkansas Royalty Litigation [Member] | Federal Court 2014 [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of cases | item | 1 | ||||
Loss contingency, range of possible loss, minimum | $ 100,000,000 | ||||
Arkansas Royalty Litigation [Member] | Arkansas State Court 2015 [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of cases | item | 3 | ||||
Number of plaintiffs | plaintiff | 248 |
Pension Plan And Other Postre55
Pension Plan And Other Postretirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 4 | $ 4 | |
Employer contributions | 3 | ||
Other Postretirement Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 1 | $ 1 | |
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 | 31,269 | 47,149 |
Pension Plan And Other Postre56
Pension Plan And Other Postretirement Benefits (Pension And Other Postretirement Benefit Costs) (Details) - Pension Benefits [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 4 | $ 4 |
Interest cost | 2 | 1 |
Expected return on plan assets | $ (2) | $ (2) |
Amortization of prior service cost | ||
Amortization of net loss | $ 1 | |
Net periodic benefit cost | $ 4 | $ 4 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
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 | $ 86 | ||
Weighted average period over which cost is recognized, years | 3 years | ||
Stock-based compensation | $ 23 | $ 6 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, exercised, number of options | |||
Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for stock awards from grant date | 3 years | ||
Workforce Reduction [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Positions eliminated, percent | 40.00% | ||
Stock-based compensation | $ 18 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule Of Stock-Based Compensation Costs - Stock Options) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation costs - expensed | $ 23 | $ 6 |
Stock-based compensation costs - capitalized | 3 | $ 5 |
Workforce Reduction [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation costs - expensed | $ 18 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, Outstanding at December 31, Number of Options | shares | 5,623 |
Stock options, Granted, Number of Options | shares | 156 |
Stock options, Exercised, Number of Options | shares | |
Stock options, Forfeited or expired, Number of Options | shares | (10) |
Stock options, Outstanding at March 31, Number of Options | shares | 5,769 |
Stock options, Exercisable at March 31, Number of Options | $ | $ 2,567 |
Stock options, Outstanding at December 31, Weighted Average Exercise Price | $ 24.57 |
Stock options, Granted, Weighted Average Exercise Price | $ 8.60 |
Stock options, Exercised, Weighted Average Exercise Price | |
Stock options, Forfeited or expired, Weighted Average Exercise Price | $ 30.29 |
Stock options, Outstanding at March 31, Weighted Average Exercise Price | 24.13 |
Stock options, Exercisable at March 31, Weighted Average Exercise Price | $ 36.12 |
Stock-Based Compensation (Sum60
Stock-Based Compensation (Summary Of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested shares/units at December 31, Number of Shares | 7,222,000 |
Granted, Number of Shares/Units | 77,000 |
Vested, Number of Shares/Units | (1,947,000) |
Forfeited, Number of Shares/Units | (24,000) |
Unvested shares/units at March 31, Number of Shares | 5,328,000 |
Unvested shares/units at December 31, Weighted Average Fair Value | $ / shares | $ 13.24 |
Granted, Weighted Average Fair Value | $ / shares | 8.35 |
Vested, Weighted Average Fair Value | $ / shares | 8.32 |
Forfeited, Weighted Average Fair Value | $ / shares | 12.11 |
Unvested shares at March 31, Weighted Average Fair Value | $ / shares | $ 13.24 |
Workforce Reduction [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested, Number of Shares/Units | (1,887,160) |
Stock-Based Compensation (Sum61
Stock-Based Compensation (Summary Of Performance Unit Activity) (Details) - Performance Units [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested shares/units at December 31, Number of Shares | 407,000 |
Granted, Number of Shares/Units | 1,061,000 |
Vested, Number of Shares/Units | (5,000) |
Forfeited, Number of Shares/Units | (38,000) |
Unvested shares/units at March 31, Number of Shares | 1,425,000 |
Unvested shares/units at December 31, Weighted Average Fair Value | $ / shares | $ 36.65 |
Granted, Weighted Average Fair Value | $ / shares | 8.31 |
Vested, Weighted Average Fair Value | $ / shares | 8.08 |
Forfeited, Weighted Average Fair Value | $ / shares | 8.08 |
Unvested shares at March 31, Weighted Average Fair Value | $ / shares | $ 14.47 |
Number in excess of individual award limits excluded | 441,450 |
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 |
Workforce Reduction [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested, Number of Shares/Units | (5,168) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 579 | $ 933 | |
Depreciation, depletion and amortization expense | 143 | $ 293 | |
Impairment of natural gas and oil properties | 1,034 | ||
Operating income (loss) | (1,100) | $ 165 | |
Interest expense | 14 | 51 | |
Other loss, net | (3) | (1) | |
Gain (loss) on derivatives | (14) | 14 | |
Provision for income taxes | 1 | 49 | |
Assets | 8,518 | 15,561 | $ 8,086 |
Capital investments | 122 | 1,171 | |
Restructuring charges | 64 | ||
Marketable securities | 1,550 | ||
Change in accrued expenditures | (78) | ||
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (378) | (661) | |
Exploration and Production [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 343 | 660 | |
Depreciation, depletion and amortization expense | 127 | 278 | |
Impairment of natural gas and oil properties | 1,034 | ||
Operating income (loss) | (1,160) | 78 | |
Interest expense | 14 | 45 | |
Other loss, net | (2) | (1) | |
Gain (loss) on derivatives | (13) | 15 | |
Provision for income taxes | 1 | 18 | |
Assets | 5,538 | 13,703 | |
Capital investments | 120 | 1,030 | |
Restructuring charges | 61 | ||
Exploration and Production [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7 | 5 | |
Exploration and Production [Member] | Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | 53 | 71 | |
Capital investments | 1 | 1 | |
Midstream Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 236 | 273 | |
Depreciation, depletion and amortization expense | 16 | 15 | |
Operating income (loss) | 60 | 88 | |
Interest expense | 7 | ||
Other loss, net | (1) | ||
Gain (loss) on derivatives | (1) | ||
Provision for income taxes | 31 | ||
Assets | 1,220 | 1,616 | |
Capital investments | 2 | 138 | |
Restructuring charges | 3 | ||
Midstream Services [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (385) | (665) | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | (1) | ||
Interest expense | (1) | ||
Gain (loss) on derivatives | (1) | ||
Assets | 1,760 | 242 | |
Capital investments | 3 | ||
Other [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (1) | ||
Marketing [Member] | Midstream Services [Member] | Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (319) | (576) | |
WPX and Statoil Property Acquisitions [Member] | Exploration and Production [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital investments | 534 | ||
WPX Property Acquisition [Member] | Midstream Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital investments | $ 119 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Income Taxes [Abstract] | |
Effective tax rate of provision for income taxes | 0.00% |
Increase in valuation allowance | $ 431 |
Projected cumulative loss period evaluated for objective negatve evidence | 3 years |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements [Abstract] | ||
Unamortized debt expense | $ 23 | $ 24 |