Debt | (9) DEBT The components of debt as of March 31, 2018 and December 31, 2017 consisted of the following: March 31, 2018 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Discount Total Variable rate ( 4.240% at March 31, 2018) 2016 term loan facility, due December 2020 (1) $ 1,191 $ (8) $ − $ 1,183 4.05% Senior Notes due January 2020 (2) 92 − − 92 4.10% Senior Notes due March 2022 1,000 (6) − 994 4.95% Senior Notes due January 2025 (2) 1,000 (8) (2) 990 7.50 % Senior Notes due April 2026 650 (9) − 641 7.75 % Senior Notes due October 2027 500 (7) − 493 Total debt $ 4,433 $ (38) $ (2) $ 4,393 December 31, 2017 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Discount Total Variable rate ( 3.980% at December 31, 2017) 2016 term loan facility, due December 2020 (1) $ 1,191 $ (8) $ − $ 1,183 4.05% Senior Notes due January 2020 (2) 92 − – 92 4.10% Senior Notes due March 2022 1,000 (7) – 993 4.95% Senior Notes due January 2025 (2) 1,000 (8) (2) 990 7.50% Senior Notes due April 2026 650 (10) − 640 7.75% Senior Notes due October 2027 500 (7) – 493 Total debt $ 4,433 $ (40) $ (2) $ 4,391 (1) Concurrent with the closing of the new 2018 credit facility agreement on April 26, 2018, the Company repaid the $1,191 million secured term loan balance with cash on hand and borrowings under the new credit facility. The Company’s initial borrowings under the 2018 credit facility were $360 m illion, a portion of which related to other working capital needs. See Note 16 – Subsequent Events for more information on the 2018 credit facility. (2) In February and June 2016, Moody’s and S&P downgraded certain senior notes, increasing the interest rates by 175 basis points effective July 2016. As a result of the downgrades, interest rates increased to 5.80% for the 2020 Notes and 6.70% for the 2025 Notes. 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 $1.0 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 interest rates on the Notes are determined based upon the public bond ratings from Moody’s and S&P. Downgrades on the Notes from either rating agency increase interest costs by 25 basis points per downgrade level and upgrades decrease interest costs by 25 basis points per upgrade level, up to the stated coupon rate, on the following semi-annual bond interes t payment. In February and June 2016, Moody’s and S&P downgraded the Notes, increasing the interest rates by 175 basis points effective July 2016. As a result of these downgrades, interest rates increased to 5.80% for the 2020 Notes and 6.70% for the 2025 Notes. In the event of future downgrades, the coupons for this series of notes are capped at 6.05% and 6.95% , respectively. The first coupon payment to the bondholders at the higher interest rates was paid in January 2017. During the first half of 2017, the Company redeemed or repurchased (i) $38 million principal amount of its outstanding 2018 Notes, (ii) $212 million principal amount of its outstanding 7.50% Senior Notes due February 2018 and (iii) $26 million principal amount of its outstanding 7.15% Senior Notes due June 2018 , and recognized an $11 million loss on the extinguishm ent of debt, $1 million of which was recognized in the three months ended March 31, 2017 and reported in other income (loss), net on the unaudited condensed consolidated statements of operations. In September 2017, the Company completed a public offering of $650 million aggregate principal amount of its 7.50% senior notes due 2026 (the “2026 Notes”) and $500 million aggregate principal amount of its 7.75% senior notes due 2027 (the “2027 Notes”), with net proceeds from the offering totaling approximately $1.1 billion after underwriting discounts and offering expenses. Both series of senior notes were sold to the public at face value. The proceeds from this offering were used to purchase $758 million of the Company’s 2020 Notes in a tender offer and to repay the outstanding balance of $327 million on the Company’s 2015 t erm l oan. The Company recognized a loss on extinguishment of debt of $59 million, which included $53 million of premiums paid. In October 2017, the Company retired $40 million principal amount outstanding on its 2017 senior notes. In November 2017, the Company solicited and received consent to amend certain restrictive covenants contained in the indentures governing the Company’s 2022 Notes and the 2025 Notes. These amendments conform certain covenants of the 2022 Notes and 2025 Notes to all other series of senior notes. 201 8 Credit Facility On April 26, 2018 the Company replaced its 2016 credit facility with a new credit facility . S ee Note 16 – Subsequent Events for more information on the new credit facility. 2016 Credit Facility In June 2016, the Company reduced its existing $2.0 billion unsecured revolving credit facility entered into in December 2013 to $66 million and entered into a new credit agreement for $1,934 million, consisting of a $1,191 million secured term loan and a new $743 million unsecured revolving credit facility, matur ing in December 2020 . At March 31, 2018 t he $1,191 million secured term loan wa s fully drawn and there were no borrowings under either revolving credit facility; however, $323 million in letters of credit was outstanding under th e 2016 revolving credit facility. Concurrent with the closing of the new 2018 credit facility agreement on April 26, 2018, the Company repaid the $1,191 million secured term loan balance. See Note 16 – Subsequent Events for more information on the 2018 credit facility. Loans under the 2016 credit agreement were subject to varying rates of interest based on whether the loan was a Eurodollar loan or an alternate base rate loan. Eurodollar loans b ore interest at the Eurodollar rate, which was adjusted LIBOR plus applicable margins ranging from 1.750% to 2.500% . Alternate base rate loans b ore interest at the alternate base rate plus the applicable margin ranging from 0.750% to 1.500% . The interest rate on the term loan was determined based upon the Company’s public debt ratings and was 250 basis points over LIBOR as of March 31, 2018 . The 2016 term loan and revolving credit facility contain ed financial covenants that impose d certain restrictions on the Company. In September 2017, the Company and the lenders amended the 2016 credit agreement to reflect the following: · I ncrease d the minimum interest coverage ratio to 2.00x c ommencing with the fiscal quarter ended June 30, 2017 and continued over the life of the 2016 Credit Agreement; · Modified the minimum liquidity covenant such that either (1) if leverage wa s less than 4.00x or if the 2016 revolving credit facility has been terminated, there would be no minimum liquidity covenant, or (2) the Company could elect to replace the minimum liquidity covenant with a maximum leverage ratio of no more than 5.00x for the fiscal quarters ending March 31, 2018 and June 30, 2018 and 4.50x thereafter; and · M odif ied the mandatory prepayment and commitment reduction provisions to permit the Company to retain the first $500 million of net cash proceeds from asset sales that would have otherwise been required to prepay amounts outstanding under the 2016 revolving credit facility and/or reduce commitments under the 2016 revolving credit facility. As of March 31, 2018 , the Company ha d not elected to replace the minimum liquidity covenant with a maximum leverage covenant. Therefore, under the credit agreement as amended in September 2017 , should the leverage ratio have exceed ed 4.0 0 x, the Company would have be en subject to a minimum liquidity requirement of $300 million. The financial covenant with respect to the maximum leverage ratio consist ed of total debt divided by EBITDAX. The financial covenant with respect to minimum interest coverage consist ed of EBITDAX divided by consolidated interest expense. EBITDAX, as defined in the Company’s 2016 credit agreement, exclude d the effects of interest expense, income taxes, depreciation, depletion and amortization, any non-cash impacts from impairments, certain non-cash hedging activities, stock-based compensation expense, non-cash gains or losses on asset sales, unamortized issuance cost, unamortized debt discount and certain restructuring costs. Collateral for the secured term loan wa s principally the Company’s E&P properties in the Fayetteville Shale area, the equity of its subsidiaries and cash and marketable securities on hand, and the credit agreement require d a minimum collateral coverage ratio of 1.50x for the 2016 secured term loan. This collateral could also have support ed all or a part of revolving credit extensions depending on restrictions in the Company’s senior notes indentures. As of March 31, 2018 , the Company was in compliance with all of the coven ants of this credit agreement. 2013 Credit Facility In December 2013, the Company entered into a credit agreement that exchanged its previous revol ving credit facility. Under the revolving credit facility, the Company had a borrowing capacity of $2.0 billion. The revolving credit facility was unsecured and was not guaranteed by any subsidiaries. In June 2016, this credit facility was substantially exchanged for a new credit facility comprised of a $1,191 million secured term loan and a new $743 million revolving credit facility. The borrowing capacity of the original 2013 credit agreement was reduced from $2.0 billion to $66 million, remain ed unsecured and the maturity remain ed December 2018 . As of March 31, 2018 , there were no borrowings under this facility. The existing unsecured 2013 revolving credit facilit y includes a f inancial covenant under which the Company may not have total debt in excess of 60% of its total adjusted book capital. This financial covenant with respect to capitalization percentages exclude s the effects of any full cost ceiling impairments, certain hedging activities and the Company’s pension and other postretirement liabilities. At March 31, 2018 , debt constitute d 29% o f the Company’s adjusted book capital. On April 26, 2018 the Company replaced its 2016 credit facility with a new credit facility . Concurrently, the 2013 credit facility was terminated. S ee Note 16 – Subsequent Events for more information on the new credit facility. |