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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Oklahoma
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73-0767549
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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20 N. Broadway, Oklahoma City, Oklahoma
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73102
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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our strategy;
|
•
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our business and financial plans;
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•
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our future operations;
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•
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our crude oil and natural gas reserves and related development plans;
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•
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technology;
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•
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future crude oil, natural gas liquids, and natural gas prices and differentials;
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•
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the timing and amount of future production of crude oil and natural gas and flaring activities;
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•
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the amount, nature and timing of capital expenditures;
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•
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estimated revenues, expenses and results of operations;
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•
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drilling and completing of wells;
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•
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competition;
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•
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marketing of crude oil and natural gas;
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•
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transportation of crude oil, natural gas liquids, and natural gas to markets;
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•
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property exploitation, property acquisitions and dispositions, or joint development opportunities;
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•
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costs of exploiting and developing our properties and conducting other operations;
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•
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our financial position;
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•
|
general economic conditions;
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•
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credit markets;
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•
|
our liquidity and access to capital;
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•
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the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us and of scheduled or potential regulatory or legal changes;
|
•
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our future operating and financial results;
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•
|
our future commodity or other hedging arrangements; and
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•
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the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to fulfill their obligations to us or to enter into transactions with us in the future on terms that are acceptable to us.
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Item 1.
|
Business
|
|
|
December 31, 2017
|
|
Average daily
production for fourth quarter 2017 (Boe per day) |
|
|
|
Annualized
reserve/production index (2) |
||||||||||||||
|
|
Proved
reserves (MBoe) |
|
Percent
of total |
|
PV-10 (1)
(In millions) |
|
Net
producing wells |
|
Percent
of total |
|
|||||||||||
North Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bakken field
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Dakota Bakken
|
|
594,818
|
|
|
44.7
|
%
|
|
$
|
6,488
|
|
|
1,313
|
|
|
158,640
|
|
|
55.3
|
%
|
|
10.3
|
|
Montana Bakken
|
|
40,703
|
|
|
3.1
|
%
|
|
412
|
|
|
263
|
|
|
6,958
|
|
|
2.4
|
%
|
|
16.0
|
|
|
Red River units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cedar Hills
|
|
28,998
|
|
|
2.2
|
%
|
|
340
|
|
|
130
|
|
|
7,022
|
|
|
2.4
|
%
|
|
11.3
|
|
|
Other Red River units
|
|
2,668
|
|
|
0.2
|
%
|
|
28
|
|
|
117
|
|
|
2,475
|
|
|
0.9
|
%
|
|
3.0
|
|
|
Other
|
|
1,356
|
|
|
0.1
|
%
|
|
9
|
|
|
8
|
|
|
468
|
|
|
0.2
|
%
|
|
7.9
|
|
|
South Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SCOOP
|
|
491,776
|
|
|
36.9
|
%
|
|
3,597
|
|
|
260
|
|
|
62,242
|
|
|
21.7
|
%
|
|
21.6
|
|
|
STACK
|
|
167,390
|
|
|
12.6
|
%
|
|
936
|
|
|
160
|
|
|
47,914
|
|
|
16.7
|
%
|
|
9.6
|
|
|
Other
|
|
3,286
|
|
|
0.2
|
%
|
|
23
|
|
|
175
|
|
|
1,266
|
|
|
0.4
|
%
|
|
7.1
|
|
|
Total
|
|
1,330,995
|
|
|
100.0
|
%
|
|
$
|
11,833
|
|
|
2,426
|
|
|
286,985
|
|
|
100.0
|
%
|
|
12.7
|
|
(1)
|
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues of approximately
$1.4 billion
. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of our crude oil and natural gas properties. We and others in the crude oil and natural gas industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific income tax characteristics of such entities. See
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures
for further discussion.
|
(2)
|
The Annualized Reserve/Production Index is the number of years that estimated proved reserves would last assuming current production continued at the same rate. This index is calculated by dividing annualized fourth quarter
2017
production into estimated proved reserve volumes as of
December 31, 2017
.
|
•
|
Balancing strong production growth with free cash flow generation;
|
•
|
Enhancing cash flows and return on capital employed through improvements in operating efficiencies, technical innovations, and optimized completion methods;
|
•
|
Continuing to exercise disciplined capital spending to maintain financial flexibility and ample liquidity; and
|
•
|
Improving debt metrics by further reducing outstanding debt using available operating cash flows or proceeds from asset dispositions or joint development arrangements.
|
|
|
Crude Oil
(MBbls) |
|
Natural Gas
(MMcf) |
|
Total
(MBoe) |
|
PV-10 (1)
(in millions) |
|||||
Proved developed producing
|
|
318,291
|
|
|
1,697,926
|
|
|
601,279
|
|
|
$
|
7,474.9
|
|
Proved developed non-producing
|
|
416
|
|
|
1,235
|
|
|
622
|
|
|
6.4
|
|
|
Proved undeveloped
|
|
322,242
|
|
|
2,441,120
|
|
|
729,094
|
|
|
4,352.2
|
|
|
Total proved reserves
|
|
640,949
|
|
|
4,140,281
|
|
|
1,330,995
|
|
|
$
|
11,833.5
|
|
Standardized Measure (1)
|
|
|
|
|
|
|
|
$
|
10,470.2
|
|
(1)
|
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues of approximately
$1.4 billion
. Neither PV-10 nor Standardized Measure represents an estimate of the fair market value of our crude oil and natural gas properties. We and others in the crude oil and natural gas industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific income tax characteristics of such entities. See
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures
for further discussion.
|
|
|
Proved Developed
|
|
Proved Undeveloped
|
||||||||||||||
|
|
Crude Oil
(MBbls) |
|
Natural Gas
(MMcf) |
|
Total
(MBoe) |
|
Crude Oil
(MBbls) |
|
Natural Gas
(MMcf) |
|
Total
(MBoe) |
||||||
North Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bakken field
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
217,776
|
|
|
472,057
|
|
|
296,452
|
|
|
212,107
|
|
|
517,562
|
|
|
298,366
|
|
Montana Bakken
|
|
21,503
|
|
|
38,480
|
|
|
27,916
|
|
|
10,385
|
|
|
14,412
|
|
|
12,787
|
|
Red River units
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cedar Hills
|
|
28,321
|
|
|
4,058
|
|
|
28,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other Red River units
|
|
2,667
|
|
|
16
|
|
|
2,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
110
|
|
|
7,469
|
|
|
1,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
South Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SCOOP
|
|
35,333
|
|
|
754,820
|
|
|
161,136
|
|
|
84,828
|
|
|
1,474,871
|
|
|
330,640
|
|
STACK
|
|
12,181
|
|
|
407,448
|
|
|
80,089
|
|
|
14,922
|
|
|
434,275
|
|
|
87,301
|
|
Other
|
|
816
|
|
|
14,813
|
|
|
3,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
318,707
|
|
|
1,699,161
|
|
|
601,901
|
|
|
322,242
|
|
|
2,441,120
|
|
|
729,094
|
|
|
|
Year Ended December 31,
|
|||||||
MBoe
|
|
2017
|
|
2016
|
|
2015
|
|||
Proved reserves at beginning of year
|
|
1,274,864
|
|
|
1,225,811
|
|
|
1,351,091
|
|
Revisions of previous estimates
|
|
(82,012
|
)
|
|
(110,474
|
)
|
|
(297,198
|
)
|
Extensions, discoveries and other additions
|
|
240,206
|
|
|
249,430
|
|
|
253,173
|
|
Production
|
|
(88,562
|
)
|
|
(79,390
|
)
|
|
(80,926
|
)
|
Sales of minerals in place
|
|
(15,197
|
)
|
|
(10,513
|
)
|
|
(329
|
)
|
Purchases of minerals in place
|
|
1,696
|
|
|
—
|
|
|
—
|
|
Proved reserves at end of year
|
|
1,330,995
|
|
|
1,274,864
|
|
|
1,225,811
|
|
|
|
Crude Oil
(MBbls) |
|
Natural Gas
(MMcf) |
|
Total
(MBoe) |
|||
Proved undeveloped reserves at December 31, 2016
|
|
353,018
|
|
|
2,419,198
|
|
|
756,218
|
|
Revisions of previous estimates
|
|
(73,684
|
)
|
|
(131,306
|
)
|
|
(95,569
|
)
|
Extensions and discoveries
|
|
100,874
|
|
|
492,468
|
|
|
182,952
|
|
Sales of minerals in place
|
|
(3,441
|
)
|
|
(24,870
|
)
|
|
(7,586
|
)
|
Purchases of minerals in place
|
|
149
|
|
|
3,009
|
|
|
650
|
|
Conversion to proved developed reserves
|
|
(54,674
|
)
|
|
(317,379
|
)
|
|
(107,571
|
)
|
Proved undeveloped reserves at December 31, 2017
|
|
322,242
|
|
|
2,441,120
|
|
|
729,094
|
|
|
|
DUC Wells
|
|||||||
|
|
Gross
|
|
Net
|
|
PUD Reserves
(MBoe) |
|||
DUC wells at December 31, 2016
|
|
279
|
|
|
145
|
|
|
95,272
|
|
Wells converted to proved developed reserves
|
|
(203
|
)
|
|
(110
|
)
|
|
(75,274
|
)
|
Wells added
|
|
209
|
|
|
72
|
|
|
51,306
|
|
Revisions
|
|
(7
|
)
|
|
(2
|
)
|
|
(1,707
|
)
|
DUC wells at December 31, 2017
|
|
278
|
|
|
105
|
|
|
69,597
|
|
|
|
Developed acres
|
|
Undeveloped acres
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
North Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bakken field
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
951,645
|
|
|
556,044
|
|
|
147,513
|
|
|
90,288
|
|
|
1,099,158
|
|
|
646,332
|
|
Montana Bakken
|
|
170,899
|
|
|
137,594
|
|
|
30,059
|
|
|
17,601
|
|
|
200,958
|
|
|
155,195
|
|
Red River units
|
|
158,967
|
|
|
139,418
|
|
|
26,719
|
|
|
13,124
|
|
|
185,686
|
|
|
152,542
|
|
Other
|
|
102,542
|
|
|
66,399
|
|
|
94,454
|
|
|
68,597
|
|
|
196,996
|
|
|
134,996
|
|
South Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SCOOP
|
|
230,799
|
|
|
133,756
|
|
|
260,257
|
|
|
143,116
|
|
|
491,056
|
|
|
276,872
|
|
STACK
|
|
211,836
|
|
|
118,563
|
|
|
177,563
|
|
|
93,846
|
|
|
389,399
|
|
|
212,409
|
|
Other
|
|
67,734
|
|
|
32,928
|
|
|
71,250
|
|
|
33,067
|
|
|
138,984
|
|
|
65,995
|
|
East Region
|
|
449
|
|
|
404
|
|
|
161,935
|
|
|
138,799
|
|
|
162,384
|
|
|
139,203
|
|
Total
|
|
1,894,871
|
|
|
1,185,106
|
|
|
969,750
|
|
|
598,438
|
|
|
2,864,621
|
|
|
1,783,544
|
|
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
North Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bakken field
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
20,557
|
|
|
12,742
|
|
|
2,890
|
|
|
1,544
|
|
|
29,318
|
|
|
20,170
|
|
Montana Bakken
|
|
14,713
|
|
|
9,489
|
|
|
400
|
|
|
400
|
|
|
—
|
|
|
—
|
|
Red River units
|
|
5,617
|
|
|
3,318
|
|
|
2,879
|
|
|
1,365
|
|
|
—
|
|
|
—
|
|
Other
|
|
9,264
|
|
|
5,849
|
|
|
20,097
|
|
|
13,877
|
|
|
4,520
|
|
|
1,795
|
|
South Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SCOOP
|
|
75,650
|
|
|
41,718
|
|
|
68,307
|
|
|
37,774
|
|
|
51,635
|
|
|
31,767
|
|
STACK
|
|
40,196
|
|
|
22,346
|
|
|
72,528
|
|
|
38,450
|
|
|
31,777
|
|
|
17,782
|
|
Other
|
|
1,840
|
|
|
504
|
|
|
28,258
|
|
|
12,251
|
|
|
23,513
|
|
|
11,986
|
|
East Region
|
|
6,947
|
|
|
6,292
|
|
|
55,347
|
|
|
40,336
|
|
|
11,728
|
|
|
10,164
|
|
Total
|
|
174,784
|
|
|
102,258
|
|
|
250,706
|
|
|
145,997
|
|
|
152,491
|
|
|
93,664
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil
|
|
34
|
|
|
9.0
|
|
|
39
|
|
|
11.4
|
|
|
28
|
|
|
19.8
|
|
Natural gas
|
|
9
|
|
|
3.1
|
|
|
15
|
|
|
4.2
|
|
|
19
|
|
|
1.4
|
|
Dry holes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1.0
|
|
Total exploratory wells
|
|
43
|
|
|
12.1
|
|
|
54
|
|
|
15.6
|
|
|
48
|
|
|
22.2
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Crude oil
|
|
474
|
|
|
175.4
|
|
|
245
|
|
|
54.7
|
|
|
707
|
|
|
215.5
|
|
Natural gas
|
|
91
|
|
|
26.8
|
|
|
66
|
|
|
21.6
|
|
|
142
|
|
|
32.8
|
|
Dry holes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total development wells
|
|
565
|
|
|
202.2
|
|
|
311
|
|
|
76.3
|
|
|
849
|
|
|
248.3
|
|
Total wells
|
|
608
|
|
|
214.3
|
|
|
365
|
|
|
91.9
|
|
|
897
|
|
|
270.5
|
|
|
|
2018 Plan
|
||||||||
|
|
Gross wells (1)
|
|
Net wells (1)
|
|
Capital expenditures
(in millions) (2) |
||||
|
|
|||||||||
North Region:
|
|
|
|
|
|
|
||||
Bakken
|
|
415
|
|
|
143
|
|
|
$
|
1,193
|
|
South Region:
|
|
|
|
|
|
|
||||
SCOOP
|
|
160
|
|
|
44
|
|
|
465
|
|
|
STACK and Other
|
|
181
|
|
|
38
|
|
|
330
|
|
|
Total exploration and development drilling
|
|
756
|
|
|
225
|
|
|
$
|
1,988
|
|
Land
|
|
|
|
|
|
132
|
|
|||
Capital facilities, workovers and other corporate assets
|
|
|
|
|
|
168
|
|
|||
Seismic
|
|
|
|
|
|
12
|
|
|||
Total 2018 capital budget, excluding acquisitions
|
|
|
|
|
|
$
|
2,300
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net production volumes:
|
|
|
|
|
|
|
||||||
Crude oil (MBbls)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
35,964
|
|
|
31,723
|
|
|
37,539
|
|
|||
SCOOP
|
|
5,726
|
|
|
6,807
|
|
|
7,198
|
|
|||
STACK
|
|
3,166
|
|
|
1,552
|
|
|
245
|
|
|||
Total Company
|
|
50,536
|
|
|
46,850
|
|
|
53,517
|
|
|||
Natural gas (MMcf)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
59,232
|
|
|
50,532
|
|
|
47,425
|
|
|||
SCOOP
|
|
98,563
|
|
|
102,032
|
|
|
91,687
|
|
|||
STACK
|
|
60,325
|
|
|
27,983
|
|
|
10,704
|
|
|||
Total Company
|
|
228,159
|
|
|
195,240
|
|
|
164,454
|
|
|||
Crude oil equivalents (MBoe)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
45,836
|
|
|
40,145
|
|
|
45,444
|
|
|||
SCOOP
|
|
22,153
|
|
|
23,813
|
|
|
22,479
|
|
|||
STACK
|
|
13,220
|
|
|
6,216
|
|
|
2,029
|
|
|||
Total Company
|
|
88,562
|
|
|
79,390
|
|
|
80,926
|
|
|||
Average sales prices:
|
|
|
|
|
|
|
||||||
Crude oil ($/Bbl)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
$
|
45.21
|
|
|
$
|
34.33
|
|
|
$
|
39.76
|
|
SCOOP
|
|
47.96
|
|
|
38.87
|
|
|
43.98
|
|
|||
STACK
|
|
49.68
|
|
|
41.95
|
|
|
41.23
|
|
|||
Total Company
|
|
45.70
|
|
|
35.51
|
|
|
40.50
|
|
|||
Natural gas ($/Mcf)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
$
|
2.97
|
|
|
$
|
1.05
|
|
|
$
|
2.34
|
|
SCOOP
|
|
3.26
|
|
|
2.24
|
|
|
2.39
|
|
|||
STACK
|
|
2.43
|
|
|
1.87
|
|
|
2.06
|
|
|||
Total Company
|
|
2.93
|
|
|
1.87
|
|
|
2.31
|
|
|||
Crude oil equivalents ($/Boe)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
$
|
39.32
|
|
|
$
|
28.45
|
|
|
$
|
35.29
|
|
SCOOP
|
|
26.93
|
|
|
20.71
|
|
|
23.81
|
|
|||
STACK
|
|
22.89
|
|
|
18.88
|
|
|
15.87
|
|
|||
Total Company
|
|
33.65
|
|
|
25.55
|
|
|
31.48
|
|
|||
Average costs per Boe:
|
|
|
|
|
|
|
||||||
Production expenses ($/Boe)
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
$
|
4.40
|
|
|
$
|
4.59
|
|
|
$
|
4.79
|
|
SCOOP
|
|
1.01
|
|
|
1.13
|
|
|
1.10
|
|
|||
STACK
|
|
1.22
|
|
|
1.00
|
|
|
3.52
|
|
|||
Total Company
|
|
3.66
|
|
|
3.65
|
|
|
4.30
|
|
|||
Production taxes ($/Boe)
|
|
$
|
2.35
|
|
|
$
|
1.79
|
|
|
$
|
2.47
|
|
General and administrative expenses ($/Boe)
|
|
$
|
2.16
|
|
|
$
|
2.14
|
|
|
$
|
2.34
|
|
DD&A expense ($/Boe)
|
|
$
|
18.89
|
|
|
$
|
21.54
|
|
|
$
|
21.57
|
|
|
|
Fourth Quarter 2017 Daily Production
|
|||||||
|
|
Crude Oil
(Bbls per day) |
|
Natural Gas
(Mcf per day) |
|
Total
(Boe per day) |
|||
North Region:
|
|
|
|
|
|
|
|||
Bakken field
|
|
|
|
|
|
|
|||
North Dakota Bakken
|
|
124,811
|
|
|
202,975
|
|
|
158,640
|
|
Montana Bakken
|
|
5,497
|
|
|
8,761
|
|
|
6,958
|
|
Red River units
|
|
|
|
|
|
|
|||
Cedar Hills
|
|
6,830
|
|
|
1,154
|
|
|
7,022
|
|
Other Red River units
|
|
2,073
|
|
|
2,410
|
|
|
2,475
|
|
Other
|
|
82
|
|
|
2,318
|
|
|
468
|
|
South Region:
|
|
|
|
|
|
|
|||
SCOOP
|
|
14,551
|
|
|
286,148
|
|
|
62,242
|
|
STACK
|
|
13,788
|
|
|
204,754
|
|
|
47,914
|
|
Other
|
|
434
|
|
|
4,998
|
|
|
1,266
|
|
Total
|
|
168,066
|
|
|
713,518
|
|
|
286,985
|
|
|
|
Crude Oil Wells
|
|
Natural Gas Wells
|
|
Total Wells
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
North Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bakken field
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North Dakota Bakken
|
|
4,083
|
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
4,083
|
|
|
1,313
|
|
Montana Bakken
|
|
401
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
263
|
|
Red River units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cedar Hills
|
|
135
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
130
|
|
Other Red River units
|
|
131
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
117
|
|
Other
|
|
8
|
|
|
4
|
|
|
18
|
|
|
4
|
|
|
26
|
|
|
8
|
|
South Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SCOOP
|
|
248
|
|
|
145
|
|
|
372
|
|
|
115
|
|
|
620
|
|
|
260
|
|
STACK
|
|
172
|
|
|
62
|
|
|
282
|
|
|
98
|
|
|
454
|
|
|
160
|
|
Other
|
|
139
|
|
|
110
|
|
|
167
|
|
|
65
|
|
|
306
|
|
|
175
|
|
Total
|
|
5,317
|
|
|
2,144
|
|
|
839
|
|
|
282
|
|
|
6,156
|
|
|
2,426
|
|
•
|
require the acquisition of various permits to conduct exploration, drilling and production operations;
|
•
|
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with crude oil and natural gas drilling, production and transportation activities;
|
•
|
limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas including areas containing endangered species of plants and animals;
|
•
|
require remedial measures to mitigate pollution from former and ongoing operations, such as requirements to close pits and plug abandoned wells; and
|
•
|
impose substantial liabilities for pollution resulting from drilling and production operations.
|
Item 1A.
|
Risk Factors
|
•
|
worldwide, domestic and regional economic conditions impacting the supply of, and demand for, crude oil and natural gas;
|
•
|
the actions of the Organization of Petroleum Exporting Countries and other producing nations;
|
•
|
the level of national and global crude oil and natural gas exploration and production activities;
|
•
|
the level of national and global crude oil and natural gas inventories, which may be impacted by economic sanctions applied to certain producing nations;
|
•
|
the level and effect of trading in commodity futures markets;
|
•
|
the relative strength of the United States dollar compared to foreign currencies;
|
•
|
the price and quantity of imports of foreign crude oil;
|
•
|
the price and quantity of exports of crude oil or liquefied natural gas from the United States;
|
•
|
military and political conditions in, or affecting other, crude oil-producing and natural gas-producing countries;
|
•
|
the nature and extent of domestic and foreign governmental regulations and taxation, including environmental regulations;
|
•
|
localized supply and demand fundamentals;
|
•
|
the cost and availability, proximity and capacity of transportation, processing, storage and refining facilities for various quantities and grades of crude oil and natural gas;
|
•
|
adverse weather conditions and natural disasters;
|
•
|
technological advances affecting energy consumption;
|
•
|
the effect of worldwide energy conservation and environmental protection efforts; and
|
•
|
the price and availability of alternative fuels or other energy sources.
|
•
|
the volume and value of our proved reserves;
|
•
|
the volume of crude oil and natural gas we are able to produce and sell from existing wells;
|
•
|
the prices at which crude oil and natural gas are sold;
|
•
|
our ability to acquire, locate and produce new reserves;
|
•
|
our ability to dispose of assets or enter into joint development arrangements on satisfactory terms; and
|
•
|
the ability and willingness of our lenders to extend credit or of participants in the capital markets to invest in our senior notes or equity securities.
|
•
|
abnormal pressure or irregularities in geological formations;
|
•
|
shortages of or delays in obtaining equipment or qualified personnel;
|
•
|
shortages of or delays in obtaining components used in fracture stimulation processes such as water and proppants;
|
•
|
delays associated with suspending our operations to accommodate nearby drilling or completion operations being conducted by other operators;
|
•
|
mechanical difficulties, fires, explosions, equipment failures or accidents, including ruptures of pipelines or train derailments;
|
•
|
restrictions on the use of underground injection wells for disposing of waste water from oil and gas activities;
|
•
|
political events, public protests, civil disturbances, terrorist acts or cyber attacks;
|
•
|
decreases in, or extended periods of low, crude oil and natural gas prices;
|
•
|
limited availability of financing with acceptable terms;
|
•
|
title problems;
|
•
|
environmental hazards, such as uncontrollable flows of crude oil, natural gas, brine, well fluids, hydraulic fracturing fluids, toxic gas or other pollutants into the environment, including groundwater and shoreline contamination;
|
•
|
spillage or mishandling of crude oil, natural gas, brine, well fluids, hydraulic fracturing fluids, toxic gas or other pollutants by us or by third party service providers;
|
•
|
limitations in infrastructure, including transportation, processing and refining capacity, or markets for crude oil and natural gas; and
|
•
|
delays imposed by or resulting from compliance with regulatory requirements including permitting.
|
•
|
the actual prices we receive for sales of crude oil and natural gas;
|
•
|
the actual cost and timing of development and production expenditures;
|
•
|
the timing and amount of actual production; and
|
•
|
changes in governmental regulations or taxation.
|
•
|
environmental hazards, such as uncontrollable flows of crude oil, natural gas, brine, well fluids, hydraulic fracturing fluids, toxic gas or other pollutants into the environment, including groundwater and shoreline contamination;
|
•
|
abnormally pressured formations;
|
•
|
mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;
|
•
|
fires and explosions;
|
•
|
ruptures of pipelines or storage facilities;
|
•
|
loss of product or property damage occurring as a result of transfer to a rail car or train derailments;
|
•
|
personal injuries and death;
|
•
|
adverse weather conditions and natural disasters; and
|
•
|
spillage or mishandling of crude oil, natural gas, brine, well fluids, hydraulic fracturing fluids, toxic gas or other pollutants by us or by third party service providers.
|
•
|
injury or loss of life;
|
•
|
damage to or destruction of property, natural resources and equipment;
|
•
|
pollution and other environmental damage;
|
•
|
regulatory investigations and penalties;
|
•
|
suspension of our operations;
|
•
|
repair and remediation costs; and
|
•
|
litigation.
|
•
|
Reduces the corporate tax rate from 35% to 21% and eliminates the corporate alternative minimum tax;
|
•
|
Limits the tax deduction for certain net operating loss (NOL) carryforwards to 80% of taxable income for a taxable year, allows NOLs generated in years after December 31, 2017 to be carried forward indefinitely, and repeals NOL carrybacks;
|
•
|
Limits the tax deduction for business interest expense to 30% of adjusted taxable income for a taxable year;
|
•
|
Allows businesses to immediately expense the cost of new investments in certain qualified depreciable assets;
|
•
|
Creates a territorial tax system rather than a worldwide system, which generally allows companies to repatriate future foreign source earnings without incurring additional U.S. taxes;
|
•
|
Subjects foreign earnings on which U.S. income tax is currently deferred to a one-time transition tax; and
|
•
|
Eliminates or reduces certain deductions, exclusions, and credits and adds other provisions that broaden the tax base.
|
•
|
unauthorized access to or theft of seismic data, reserves information, strategic information, or other sensitive or proprietary information could have a negative impact on our ability to compete for oil and gas resources;
|
•
|
data corruption or operational disruption of production-related infrastructure could result in a loss of production, or accidental discharge;
|
•
|
a cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt our major development projects; and
|
•
|
a cyber attack on third party transportation, processing, storage or refining facilities could delay or prevent us from transporting and marketing our production, resulting in a loss of revenues.
|
•
|
production is less than the volume covered by the derivative instruments;
|
•
|
the counterparty to the derivative instrument defaults on its contractual obligations; or
|
•
|
there is an increase in the differential between the underlying price in the derivative instrument and actual prices received.
|
•
|
recoverable reserves;
|
•
|
future crude oil and natural gas prices and location and quality differentials;
|
•
|
the quality of the title to acquired properties;
|
•
|
future development costs, operating costs and property taxes; and
|
•
|
potential environmental and other liabilities.
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
Quarter Ended
|
|
Quarter Ended
|
||||||||||||||||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||||||||||
High
|
|
$
|
53.57
|
|
|
$
|
47.87
|
|
|
$
|
40.03
|
|
|
$
|
53.55
|
|
|
$
|
31.90
|
|
|
$
|
46.01
|
|
|
$
|
52.78
|
|
|
$
|
60.30
|
|
Low
|
|
$
|
41.28
|
|
|
$
|
30.18
|
|
|
$
|
29.08
|
|
|
$
|
36.05
|
|
|
$
|
13.94
|
|
|
$
|
28.63
|
|
|
$
|
40.92
|
|
|
$
|
44.37
|
|
Cash Dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Period
|
|
Total number of
shares purchased (1) |
|
Average
price paid per share (2) |
|
Total number of shares
purchased as part of publicly announced plans or programs |
|
Maximum number of
shares that may yet be purchased under the plans or programs |
|||||
October 1, 2017 to October 31, 2017
|
|
234
|
|
|
$
|
38.24
|
|
|
—
|
|
|
—
|
|
November 1, 2017 to November 30, 2017
|
|
18,435
|
|
|
$
|
44.84
|
|
|
—
|
|
|
—
|
|
December 1, 2017 to December 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
18,669
|
|
|
$
|
44.76
|
|
|
—
|
|
|
—
|
|
(1)
|
In connection with restricted stock grants under the Company’s 2013 Long-Term Incentive Plan (“2013 Plan”), we adopted a policy that enables employees to surrender shares to cover their tax liability. Shares indicated as having been purchased in the table above represent shares surrendered by employees to cover tax liabilities. We paid the associated taxes to the applicable taxing authorities.
|
(2)
|
The price paid per share was the closing price of our common stock on the date the restrictions lapsed on such shares.
|
|
|
Number of Shares
to be Issued Upon Exercise of Outstanding Options |
|
Weighted-Average
Exercise Price of Outstanding Options |
|
Remaining Shares
Available for Future Issuance Under Equity Compensation Plans (1) |
|||
Equity Compensation Plans Approved by Shareholders
|
|
—
|
|
|
—
|
|
|
14,538,540
|
|
Equity Compensation Plans Not Approved by Shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the remaining shares available for issuance under the 2013 Plan.
|
Item 6.
|
Selected Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income Statement data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
In thousands, except per share data
|
|
|
||||||||||||||||||
Crude oil and natural gas sales
|
|
$
|
2,982,966
|
|
|
$
|
2,026,958
|
|
|
$
|
2,552,531
|
|
|
$
|
4,203,022
|
|
|
$
|
3,573,431
|
|
Gain (loss) on crude oil and natural gas derivatives, net (1)
|
|
91,647
|
|
|
(71,859
|
)
|
|
91,085
|
|
|
559,759
|
|
|
(191,751
|
)
|
|||||
Total revenues
|
|
3,120,828
|
|
|
1,980,273
|
|
|
2,680,167
|
|
|
4,801,618
|
|
|
3,421,807
|
|
|||||
Income (loss) from continuing operations (2)
|
|
789,447
|
|
|
(399,679
|
)
|
|
(353,668
|
)
|
|
977,341
|
|
|
764,219
|
|
|||||
Net income (loss) (2)
|
|
789,447
|
|
|
(399,679
|
)
|
|
(353,668
|
)
|
|
977,341
|
|
|
764,219
|
|
|||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
2.13
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
2.65
|
|
|
$
|
2.08
|
|
Net income (loss) per share
|
|
$
|
2.13
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
2.65
|
|
|
$
|
2.08
|
|
Shares used in basic income (loss) per share
|
|
371,066
|
|
|
370,380
|
|
|
369,540
|
|
|
368,829
|
|
|
368,150
|
|
|||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
2.11
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
2.64
|
|
|
$
|
2.07
|
|
Net income (loss) per share
|
|
$
|
2.11
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
2.64
|
|
|
$
|
2.07
|
|
Shares used in diluted income (loss) per share
|
|
373,768
|
|
|
370,380
|
|
|
369,540
|
|
|
370,758
|
|
|
369,698
|
|
|||||
Production volumes
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil (MBbl) (3)
|
|
50,536
|
|
|
46,850
|
|
|
53,517
|
|
|
44,530
|
|
|
34,989
|
|
|||||
Natural gas (MMcf)
|
|
228,159
|
|
|
195,240
|
|
|
164,454
|
|
|
114,295
|
|
|
87,730
|
|
|||||
Crude oil equivalents (MBoe)
|
|
88,562
|
|
|
79,390
|
|
|
80,926
|
|
|
63,579
|
|
|
49,610
|
|
|||||
Sales volumes
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil (MBbl) (3)
|
|
50,628
|
|
|
46,802
|
|
|
53,664
|
|
|
44,122
|
|
|
34,985
|
|
|||||
Natural gas (MMcf)
|
|
228,159
|
|
|
195,240
|
|
|
164,454
|
|
|
114,295
|
|
|
87,730
|
|
|||||
Crude oil equivalents (MBoe)
|
|
88,655
|
|
|
79,342
|
|
|
81,073
|
|
|
63,172
|
|
|
49,607
|
|
|||||
Average sales prices (4)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil ($/Bbl)
|
|
$
|
45.70
|
|
|
$
|
35.51
|
|
|
$
|
40.50
|
|
|
$
|
81.26
|
|
|
$
|
89.93
|
|
Natural gas ($/Mcf)
|
|
$
|
2.93
|
|
|
$
|
1.87
|
|
|
$
|
2.31
|
|
|
$
|
5.40
|
|
|
$
|
4.87
|
|
Crude oil equivalents ($/Boe)
|
|
$
|
33.65
|
|
|
$
|
25.55
|
|
|
$
|
31.48
|
|
|
$
|
66.53
|
|
|
$
|
72.04
|
|
Average costs per unit (4)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Production expenses ($/Boe)
|
|
$
|
3.66
|
|
|
$
|
3.65
|
|
|
$
|
4.30
|
|
|
$
|
5.58
|
|
|
$
|
5.69
|
|
Production taxes (% of oil and gas revenues)
|
|
7.0
|
%
|
|
7.0
|
%
|
|
7.8
|
%
|
|
8.2
|
%
|
|
8.3
|
%
|
|||||
DD&A ($/Boe)
|
|
$
|
18.89
|
|
|
$
|
21.54
|
|
|
$
|
21.57
|
|
|
$
|
21.51
|
|
|
$
|
19.47
|
|
General and administrative expenses ($/Boe) (5)
|
|
$
|
2.16
|
|
|
$
|
2.14
|
|
|
$
|
2.34
|
|
|
$
|
2.92
|
|
|
$
|
2.91
|
|
Proved reserves at December 31
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil (MBbl)
|
|
640,949
|
|
|
643,228
|
|
|
700,514
|
|
|
866,360
|
|
|
737,788
|
|
|||||
Natural gas (MMcf)
|
|
4,140,281
|
|
|
3,789,818
|
|
|
3,151,786
|
|
|
2,908,386
|
|
|
2,078,020
|
|
|||||
Crude oil equivalents (MBoe)
|
|
1,330,995
|
|
|
1,274,864
|
|
|
1,225,811
|
|
|
1,351,091
|
|
|
1,084,125
|
|
|||||
Other financial data (in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
2,079,106
|
|
|
$
|
1,125,919
|
|
|
$
|
1,857,101
|
|
|
$
|
3,355,715
|
|
|
$
|
2,563,295
|
|
Net cash used in investing activities
|
|
$
|
(1,808,845
|
)
|
|
$
|
(532,965
|
)
|
|
$
|
(3,046,247
|
)
|
|
$
|
(4,587,399
|
)
|
|
$
|
(3,711,011
|
)
|
Net cash (used in) provided by financing activities
|
|
$
|
(243,034
|
)
|
|
$
|
(587,773
|
)
|
|
$
|
1,187,189
|
|
|
$
|
1,227,715
|
|
|
$
|
1,140,469
|
|
Total capital expenditures
|
|
$
|
2,035,254
|
|
|
$
|
1,110,256
|
|
|
$
|
2,564,301
|
|
|
$
|
5,015,595
|
|
|
$
|
3,841,633
|
|
Balance Sheet data at December 31 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
14,199,651
|
|
|
$
|
13,811,776
|
|
|
$
|
14,919,808
|
|
|
$
|
15,076,033
|
|
|
$
|
11,841,567
|
|
Long-term debt, including current portion
|
|
$
|
6,353,691
|
|
|
$
|
6,579,916
|
|
|
$
|
7,117,788
|
|
|
$
|
5,928,878
|
|
|
$
|
4,650,889
|
|
Shareholders’ equity
|
|
$
|
5,131,203
|
|
|
$
|
4,301,996
|
|
|
$
|
4,668,900
|
|
|
$
|
4,967,844
|
|
|
$
|
3,953,118
|
|
(1)
|
Crude oil and natural gas derivative instruments are not designated as hedges for accounting purposes and, therefore, changes in the fair value of the instruments are shown separately from crude oil and natural gas sales. The amounts above include non-cash mark-to-market gains (losses) on crude oil and natural gas derivatives of
$62.1 million
, ($160.7) million, $21.5 million, $174.4 million, and ($130.2) million for the years ended December 31,
2017
,
2016
,
2015
,
2014
, and
2013
, respectively. Additionally, 2014 includes $433 million of gains recognized from crude oil derivative contracts that were settled in the fourth quarter of 2014 prior to their contractual maturities initially scheduled through December 2016.
|
(2)
|
Results for 2017 reflect the remeasurement of the Company's deferred income tax assets and liabilities in response to the enactment of the Tax Cuts and Jobs Act in December 2017, which resulted in a one-time increase in net income of approximately
$713.7 million
(
$1.92
per basic share and
$1.91
per diluted share). See
Part II, Item 8. Notes to Consolidated Financial Statements—Note 8. Income Taxes f
or further discussion. Additionally, 2017 results include a
$59.6 million
pre-tax loss accrual recognized in conjunction with a litigation settlement as discussed in
Part II, Item 8. Notes to Consolidated Financial Statements—Note 10. Commitments and Contingencies
, which resulted in an after-tax decrease in 2017 net income of
$37.0 million
(
$0.10
per basic and diluted share).
|
(3)
|
At various times, we have stored crude oil due to pipeline line fill requirements, low commodity prices, or marketing disruptions or we have sold crude oil from inventory. These actions result in differences between our produced and sold crude oil volumes.
|
(4)
|
Average sales prices and average costs per unit have been computed using sales volumes and exclude any effect of derivative transactions.
|
(5)
|
General and administrative (
“
G&A
”
) expenses ($/Boe) include non-cash equity compensation expenses of
$0.52
per Boe, $0.61 per Boe, $0.64 per Boe, $0.86 per Boe, and $0.80 per Boe for the years ended December 31,
2017
,
2016
,
2015
,
2014
, and
2013
, respectively.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Balancing strong production growth with free cash flow generation;
|
•
|
Enhancing cash flows and return on capital employed through improvements in operating efficiencies, technical innovations, and optimized completion methods;
|
•
|
Continuing to exercise disciplined capital spending to maintain financial flexibility and ample liquidity; and
|
•
|
Improving debt metrics by further reducing outstanding debt using available operating cash flows or proceeds from asset dispositions or joint development arrangements.
|
|
|
Fourth Quarter
|
|
Year Ended December 31,
|
||||||||||||||
Boe production per day
|
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||
Bakken
|
|
165,598
|
|
|
104,524
|
|
|
58
|
%
|
|
132,992
|
|
|
119,200
|
|
|
12
|
%
|
SCOOP
|
|
62,242
|
|
|
63,490
|
|
|
(2
|
%)
|
|
60,693
|
|
|
65,062
|
|
|
(7
|
%)
|
STACK
|
|
47,914
|
|
|
24,426
|
|
|
96
|
%
|
|
36,220
|
|
|
16,983
|
|
|
113
|
%
|
All other
|
|
11,231
|
|
|
17,421
|
|
|
(36
|
%)
|
|
12,732
|
|
|
15,667
|
|
|
(19
|
%)
|
Total
|
|
286,985
|
|
|
209,861
|
|
|
37
|
%
|
|
242,637
|
|
|
216,912
|
|
|
12
|
%
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Volume change
|
|
Volume
percent change |
||||||||||
Proved reserves by area
|
|
MBoe
|
|
Percent
|
|
MBoe
|
|
Percent
|
|
|||||||||
Bakken
|
|
635,521
|
|
|
48
|
%
|
|
591,901
|
|
|
46
|
%
|
|
43,620
|
|
|
7
|
%
|
SCOOP
|
|
491,776
|
|
|
37
|
%
|
|
471,921
|
|
|
37
|
%
|
|
19,855
|
|
|
4
|
%
|
STACK
|
|
167,390
|
|
|
13
|
%
|
|
161,243
|
|
|
13
|
%
|
|
6,147
|
|
|
4
|
%
|
All Other
|
|
36,308
|
|
|
2
|
%
|
|
49,799
|
|
|
4
|
%
|
|
(13,491
|
)
|
|
(27
|
%)
|
Total
|
|
1,330,995
|
|
|
100
|
%
|
|
1,274,864
|
|
|
100
|
%
|
|
56,131
|
|
|
4
|
%
|
•
|
Volumes of crude oil and natural gas produced;
|
•
|
Crude oil and natural gas price differentials relative to NYMEX benchmark prices; and
|
•
|
Per unit operating and administrative costs.
|
|
|
Year ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Average daily production:
|
|
|
|
|
|
|
||||||
Crude oil (Bbl per day)
|
|
138,455
|
|
|
128,005
|
|
|
146,622
|
|
|||
Natural gas (Mcf per day)
|
|
625,093
|
|
|
533,442
|
|
|
450,558
|
|
|||
Crude oil equivalents (Boe per day)
|
|
242,637
|
|
|
216,912
|
|
|
221,715
|
|
|||
Average sales prices:
|
|
|
|
|
|
|
||||||
Crude oil ($/Bbl)
|
|
$
|
45.70
|
|
|
$
|
35.51
|
|
|
$
|
40.50
|
|
Natural gas ($/Mcf)
|
|
$
|
2.93
|
|
|
$
|
1.87
|
|
|
$
|
2.31
|
|
Crude oil equivalents ($/Boe)
|
|
$
|
33.65
|
|
|
$
|
25.55
|
|
|
$
|
31.48
|
|
Crude oil sales price discount to NYMEX ($/Bbl)
|
|
$
|
(5.50
|
)
|
|
$
|
(7.33
|
)
|
|
$
|
(8.33
|
)
|
Natural gas sales price discount to NYMEX ($/Mcf)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(0.34
|
)
|
Production expenses ($/Boe)
|
|
$
|
3.66
|
|
|
$
|
3.65
|
|
|
$
|
4.30
|
|
Production taxes (% of oil and gas revenues)
|
|
7.0
|
%
|
|
7.0
|
%
|
|
7.8
|
%
|
|||
DD&A ($/Boe)
|
|
$
|
18.89
|
|
|
$
|
21.54
|
|
|
$
|
21.57
|
|
Total general and administrative expenses ($/Boe)
|
|
$
|
2.16
|
|
|
$
|
2.14
|
|
|
$
|
2.34
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands, except sales price data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Crude oil and natural gas sales
|
|
$
|
2,982,966
|
|
|
$
|
2,026,958
|
|
|
$
|
2,552,531
|
|
Gain (loss) on crude oil and natural gas derivatives, net
|
|
91,647
|
|
|
(71,859
|
)
|
|
91,085
|
|
|||
Crude oil and natural gas service operations
|
|
46,215
|
|
|
25,174
|
|
|
36,551
|
|
|||
Total revenues
|
|
3,120,828
|
|
|
1,980,273
|
|
|
2,680,167
|
|
|||
Operating costs and expenses (1)
|
|
(2,671,427
|
)
|
|
(2,267,807
|
)
|
|
(2,904,168
|
)
|
|||
Other expenses, net (2)
|
|
(293,334
|
)
|
|
(344,920
|
)
|
|
(311,084
|
)
|
|||
Income (loss) before income taxes
|
|
156,067
|
|
|
(632,454
|
)
|
|
(535,085
|
)
|
|||
Benefit for income taxes (3)
|
|
633,380
|
|
|
232,775
|
|
|
181,417
|
|
|||
Net income (loss)
|
|
$
|
789,447
|
|
|
$
|
(399,679
|
)
|
|
$
|
(353,668
|
)
|
Diluted net income (loss) per share
|
|
$
|
2.11
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
Production volumes:
|
|
|
|
|
|
|
||||||
Crude oil (MBbl)
|
|
50,536
|
|
|
46,850
|
|
|
53,517
|
|
|||
Natural gas (MMcf)
|
|
228,159
|
|
|
195,240
|
|
|
164,454
|
|
|||
Crude oil equivalents (MBoe)
|
|
88,562
|
|
|
79,390
|
|
|
80,926
|
|
|||
Sales volumes:
|
|
|
|
|
|
|
||||||
Crude oil (MBbl)
|
|
50,628
|
|
|
46,802
|
|
|
53,664
|
|
|||
Natural gas (MMcf)
|
|
228,159
|
|
|
195,240
|
|
|
164,454
|
|
|||
Crude oil equivalents (MBoe)
|
|
88,655
|
|
|
79,342
|
|
|
81,073
|
|
|||
Average sales prices:
|
|
|
|
|
|
|
||||||
Crude oil ($/Bbl)
|
|
$
|
45.70
|
|
|
$
|
35.51
|
|
|
$
|
40.50
|
|
Natural gas ($/Mcf)
|
|
$
|
2.93
|
|
|
$
|
1.87
|
|
|
$
|
2.31
|
|
Crude oil equivalents ($/Boe)
|
|
$
|
33.65
|
|
|
$
|
25.55
|
|
|
$
|
31.48
|
|
(1)
|
Net of gain on sale of assets of
$55.1 million
, $304.5 million and $23.1 million for the years ended December 31,
2017
,
2016
and
2015
, respectively. Additionally, the year 2017 includes the aforementioned
$59.6 million
loss accrual recognized in conjunction with a litigation settlement.
|
(2)
|
The year 2016 includes a loss on extinguishment of debt of $26.1 million related to the November 2016 redemptions of our $200 million of 7.375% Senior Notes due 2020 and $400 million of 7.125% Senior Notes due 2021.
|
(3)
|
The year 2017 reflects the remeasurement of our deferred income tax assets and liabilities in response to the enactment of the Tax Reform Act in December 2017, which resulted in a one-time decrease in income tax expense via the recognition of an income tax benefit totaling approximately
$713.7 million
.
|
|
|
Year Ended December 31,
|
|
Volume
increase |
|
Volume
percent increase |
||||||||||||
|
|
2017
|
|
2016
|
|
|||||||||||||
|
|
Volume
|
|
Percent
|
|
Volume
|
|
Percent
|
|
|||||||||
Crude oil (MBbl)
|
|
50,536
|
|
|
57
|
%
|
|
46,850
|
|
|
59
|
%
|
|
3,686
|
|
|
8
|
%
|
Natural gas (MMcf)
|
|
228,159
|
|
|
43
|
%
|
|
195,240
|
|
|
41
|
%
|
|
32,919
|
|
|
17
|
%
|
Total (MBoe)
|
|
88,562
|
|
|
100
|
%
|
|
79,390
|
|
|
100
|
%
|
|
9,172
|
|
|
12
|
%
|
|
|
Year Ended December 31,
|
|
Volume
increase |
|
Volume
percent increase |
||||||||||||
|
|
2017
|
|
2016
|
|
|||||||||||||
|
|
MBoe
|
|
Percent
|
|
MBoe
|
|
Percent
|
|
|||||||||
North Region
|
|
52,258
|
|
|
59
|
%
|
|
48,169
|
|
|
61
|
%
|
|
4,089
|
|
|
8
|
%
|
South Region
|
|
36,304
|
|
|
41
|
%
|
|
31,221
|
|
|
39
|
%
|
|
5,083
|
|
|
16
|
%
|
Total
|
|
88,562
|
|
|
100
|
%
|
|
79,390
|
|
|
100
|
%
|
|
9,172
|
|
|
12
|
%
|
|
|
Year ended December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Geological and geophysical costs
|
|
$
|
12,217
|
|
|
$
|
12,106
|
|
Exploratory dry hole costs
|
|
176
|
|
|
4,866
|
|
||
Exploration expenses
|
|
$
|
12,393
|
|
|
$
|
16,972
|
|
|
|
Year ended December 31,
|
||||||
$/Boe
|
|
2017
|
|
2016
|
||||
Crude oil and natural gas properties
|
|
$
|
18.57
|
|
|
$
|
21.09
|
|
Other equipment
|
|
0.25
|
|
|
0.37
|
|
||
Asset retirement obligation accretion
|
|
0.07
|
|
|
0.08
|
|
||
Depreciation, depletion, amortization and accretion
|
|
$
|
18.89
|
|
|
$
|
21.54
|
|
|
|
Year ended December 31,
|
||||||
$/Boe
|
|
2017
|
|
2016
|
||||
General and administrative expenses
|
|
$
|
1.64
|
|
|
$
|
1.53
|
|
Non-cash equity compensation
|
|
0.52
|
|
|
0.61
|
|
||
Total general and administrative expenses
|
|
$
|
2.16
|
|
|
$
|
2.14
|
|
|
|
Year Ended December 31,
|
|
Volume
increase (decrease) |
|
Volume
percent increase (decrease) |
||||||||||||
|
|
2016
|
|
2015
|
|
|||||||||||||
|
|
Volume
|
|
Percent
|
|
Volume
|
|
Percent
|
|
|||||||||
Crude oil (MBbl)
|
|
46,850
|
|
|
59
|
%
|
|
53,517
|
|
|
66
|
%
|
|
(6,667
|
)
|
|
(12
|
%)
|
Natural Gas (MMcf)
|
|
195,240
|
|
|
41
|
%
|
|
164,454
|
|
|
34
|
%
|
|
30,786
|
|
|
19
|
%
|
Total (MBoe)
|
|
79,390
|
|
|
100
|
%
|
|
80,926
|
|
|
100
|
%
|
|
(1,536
|
)
|
|
(2
|
%)
|
|
|
Year Ended December 31,
|
|
Volume
increase (decrease) |
|
Volume percent
increase (decrease) |
||||||||||||
|
|
2016
|
|
2015
|
|
|||||||||||||
|
|
MBoe
|
|
Percent
|
|
MBoe
|
|
Percent
|
|
|||||||||
North Region
|
|
48,169
|
|
|
61
|
%
|
|
54,956
|
|
|
68
|
%
|
|
(6,787
|
)
|
|
(12
|
%)
|
South Region
|
|
31,221
|
|
|
39
|
%
|
|
25,970
|
|
|
32
|
%
|
|
5,251
|
|
|
20
|
%
|
Total
|
|
79,390
|
|
|
100
|
%
|
|
80,926
|
|
|
100
|
%
|
|
(1,536
|
)
|
|
(2
|
%)
|
|
|
Year ended December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Geological and geophysical costs
|
|
$
|
12,106
|
|
|
$
|
11,032
|
|
Exploratory dry hole costs
|
|
4,866
|
|
|
8,381
|
|
||
Exploration expenses
|
|
$
|
16,972
|
|
|
$
|
19,413
|
|
|
|
Year ended December 31,
|
||||||
$/Boe
|
|
2016
|
|
2015
|
||||
Crude oil and natural gas properties
|
|
$
|
21.09
|
|
|
$
|
21.18
|
|
Other equipment
|
|
0.37
|
|
|
0.33
|
|
||
Asset retirement obligation accretion
|
|
0.08
|
|
|
0.06
|
|
||
Depreciation, depletion, amortization and accretion
|
|
$
|
21.54
|
|
|
$
|
21.57
|
|
|
|
Year ended December 31,
|
||||||
$/Boe
|
|
2016
|
|
2015
|
||||
General and administrative expenses
|
|
$
|
1.53
|
|
|
$
|
1.70
|
|
Non-cash equity compensation
|
|
0.61
|
|
|
0.64
|
|
||
Total general and administrative expenses
|
|
$
|
2.14
|
|
|
$
|
2.34
|
|
In millions
|
1Q 2017
|
2Q 2017
|
3Q 2017
|
4Q 2017
|
Total 2017
|
||||||||||
Exploration and development drilling
|
$
|
329.8
|
|
$
|
471.0
|
|
$
|
444.7
|
|
$
|
442.2
|
|
$
|
1,687.7
|
|
Land costs
|
68.8
|
|
49.8
|
|
47.7
|
|
23.0
|
|
189.3
|
|
|||||
Capital facilities, workovers and other corporate assets
|
27.4
|
|
29.3
|
|
28.2
|
|
30.5
|
|
115.4
|
|
|||||
Seismic
|
1.0
|
|
1.8
|
|
—
|
|
—
|
|
2.8
|
|
|||||
Capital expenditures, excluding acquisitions
|
$
|
427.0
|
|
$
|
551.9
|
|
$
|
520.6
|
|
$
|
495.7
|
|
$
|
1,995.2
|
|
Acquisitions of producing properties
|
0.1
|
|
0.7
|
|
2.7
|
|
4.9
|
|
8.4
|
|
|||||
Acquisitions of non-producing properties
|
13.3
|
|
5.1
|
|
6.8
|
|
6.4
|
|
31.6
|
|
|||||
Total acquisitions
|
13.4
|
|
5.8
|
|
9.5
|
|
11.3
|
|
40.0
|
|
|||||
Total capital expenditures
|
$
|
440.4
|
|
$
|
557.7
|
|
$
|
530.1
|
|
$
|
507.0
|
|
$
|
2,035.2
|
|
In millions
|
Amount
|
||
Exploration and development drilling
|
$
|
1,988
|
|
Land costs
|
132
|
|
|
Capital facilities, workovers and other corporate assets
|
168
|
|
|
Seismic
|
12
|
|
|
Total 2018 capital budget, excluding acquisitions
|
$
|
2,300
|
|
|
|
Payments due by period
|
||||||||||||||||||
In thousands
|
|
Total
|
|
Less than
1 year (2018) |
|
Years 2 and 3
(2019-2020) |
|
Years 4 and 5
(2021-2022) |
|
More than
5 years |
||||||||||
Arising from arrangements on the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit facility borrowings
|
|
$
|
188,000
|
|
|
$
|
—
|
|
|
$
|
188,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Notes (1)
|
|
6,200,000
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
4,200,000
|
|
|||||
Note payable (2)
|
|
10,021
|
|
|
2,286
|
|
|
4,795
|
|
|
2,940
|
|
|
—
|
|
|||||
Interest payments (3)
|
|
2,476,202
|
|
|
270,535
|
|
|
569,683
|
|
|
567,159
|
|
|
1,068,825
|
|
|||||
Asset retirement obligations (4)
|
|
114,406
|
|
|
2,612
|
|
|
3,486
|
|
|
—
|
|
|
108,308
|
|
|||||
Arising from arrangements not on balance sheet: (5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases and other (6)
|
|
26,956
|
|
|
11,867
|
|
|
6,581
|
|
|
1,300
|
|
|
7,208
|
|
|||||
Drilling rig commitments (7)
|
|
103,595
|
|
|
72,924
|
|
|
30,671
|
|
|
—
|
|
|
—
|
|
|||||
Transportation and processing commitments (8)
|
|
1,429,511
|
|
|
196,714
|
|
|
401,656
|
|
|
333,988
|
|
|
497,153
|
|
|||||
Total contractual obligations
|
|
$
|
10,548,691
|
|
|
$
|
556,938
|
|
|
$
|
1,204,872
|
|
|
$
|
2,905,387
|
|
|
$
|
5,881,494
|
|
(1)
|
Amounts represent scheduled maturities of our senior note obligations at
December 31, 2017
and do not reflect any discount or premium at which the senior notes were issued or any debt issuance costs. See
Part II, Item 8. Notes to Consolidated Financial Statements—Note 7. Long-Term Debt
for a description of our senior notes.
|
(2)
|
Represents future principal payments on a 10-year amortizing note payable secured by the Company’s corporate office building in Oklahoma City, Oklahoma and does not reflect any debt issuance costs. Principal and interest are payable monthly through the loan’s maturity date of February 26, 2022.
|
(3)
|
Interest payments include scheduled cash interest payments on the senior notes and note payable as well as estimated interest payments on our revolving credit facility borrowings outstanding at
December 31, 2017
and assumes the actual weighted average interest rate on our credit facility borrowings of
3.19%
at
December 31, 2017
continues through the maturity date of the arrangement.
|
(4)
|
Amounts represent estimated discounted costs for future dismantlement and abandonment of our crude oil and natural gas properties. See
Part II, Item 8. Notes to Consolidated Financial Statements—Note 1. Organization and Summary of Significant Accounting Policies
for additional discussion of our asset retirement obligations.
|
(5)
|
The commitment amounts included in this section primarily represent costs associated with wells operated by the Company. A portion of these costs will be borne by other interest owners. Due to variations in well ownership, our net share of these costs cannot be determined with certainty.
|
(6)
|
Amounts primarily represent commitments for electric infrastructure, land and road use, office buildings and equipment, communication towers, field equipment, sponsorship agreements, and purchase obligations mainly related to software services.
|
(7)
|
Amounts represent commitments under drilling rig contracts with various terms extending to
February 2020
to ensure rig availability in our key operating areas.
|
(8)
|
We have entered into transportation and processing commitments to guarantee capacity on crude oil and natural gas pipelines and natural gas processing facilities. These commitments require us to pay per-unit transportation or processing charges regardless of the amount of capacity used. We are not committed under these contracts to deliver fixed and determinable quantities of crude oil or natural gas in the future. See
Part II, Item 8. Notes to Consolidated Financial Statements—Note 10. Commitments and Contingencies
for additional discussion.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
In thousands
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Senior Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amount (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
$
|
4,200,000
|
|
|
$
|
6,200,000
|
|
Weighted-average interest rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
%
|
|
4.4
|
%
|
|
4.6
|
%
|
|||||||
Note payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amount
|
|
$
|
2,286
|
|
|
$
|
2,360
|
|
|
$
|
2,435
|
|
|
$
|
2,515
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
10,021
|
|
Interest rate
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
—
|
|
|
3.1
|
%
|
|||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving credit facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal amount
|
|
$
|
—
|
|
|
$
|
188,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188,000
|
|
Weighted-average interest rate
|
|
—
|
|
|
3.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
%
|
(1)
|
Amounts do not reflect any discount or premium at which the senior notes were issued.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
December 31,
|
||||||
In thousands, except par values and share data
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
43,902
|
|
|
$
|
16,643
|
|
Receivables:
|
|
|
|
|
||||
Crude oil and natural gas sales
|
|
671,665
|
|
|
404,750
|
|
||
Affiliated parties
|
|
63
|
|
|
99
|
|
||
Joint interest and other, net
|
|
426,585
|
|
|
364,850
|
|
||
Derivative assets
|
|
2,603
|
|
|
4,061
|
|
||
Inventories
|
|
97,406
|
|
|
111,987
|
|
||
Prepaid expenses and other
|
|
9,501
|
|
|
10,843
|
|
||
Total current assets
|
|
1,251,725
|
|
|
913,233
|
|
||
Net property and equipment, based on successful efforts method of accounting
|
|
12,933,789
|
|
|
12,881,227
|
|
||
Other noncurrent assets
|
|
14,137
|
|
|
17,316
|
|
||
Total assets
|
|
$
|
14,199,651
|
|
|
$
|
13,811,776
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable trade
|
|
$
|
692,908
|
|
|
$
|
476,342
|
|
Revenues and royalties payable
|
|
374,831
|
|
|
217,425
|
|
||
Payables to affiliated parties
|
|
143
|
|
|
148
|
|
||
Accrued liabilities and other
|
|
260,074
|
|
|
176,770
|
|
||
Derivative liabilities
|
|
—
|
|
|
59,489
|
|
||
Current portion of long-term debt
|
|
2,286
|
|
|
2,219
|
|
||
Total current liabilities
|
|
1,330,242
|
|
|
932,393
|
|
||
Long-term debt, net of current portion
|
|
6,351,405
|
|
|
6,577,697
|
|
||
Other noncurrent liabilities:
|
|
|
|
|
||||
Deferred income tax liabilities, net
|
|
1,259,558
|
|
|
1,890,305
|
|
||
Asset retirement obligations, net of current portion
|
|
111,794
|
|
|
94,436
|
|
||
Other noncurrent liabilities
|
|
15,449
|
|
|
14,949
|
|
||
Total other noncurrent liabilities
|
|
1,386,801
|
|
|
1,999,690
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 1,000,000,000 shares authorized;
|
|
|
|
|
||||
375,219,769 shares issued and outstanding at December 31, 2017;
|
|
|
|
|
||||
374,492,357 shares issued and outstanding at December 31, 2016
|
|
3,752
|
|
|
3,745
|
|
||
Additional paid-in capital
|
|
1,409,326
|
|
|
1,375,290
|
|
||
Accumulated other comprehensive income (loss)
|
|
307
|
|
|
(260
|
)
|
||
Retained earnings
|
|
3,717,818
|
|
|
2,923,221
|
|
||
Total shareholders’ equity
|
|
5,131,203
|
|
|
4,301,996
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
14,199,651
|
|
|
$
|
13,811,776
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands, except per share data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Crude oil and natural gas sales
|
|
$
|
2,982,966
|
|
|
$
|
2,026,958
|
|
|
$
|
2,551,131
|
|
Crude oil and natural gas sales to affiliates
|
|
—
|
|
|
—
|
|
|
1,400
|
|
|||
Gain (loss) on crude oil and natural gas derivatives, net
|
|
91,647
|
|
|
(71,859
|
)
|
|
91,085
|
|
|||
Crude oil and natural gas service operations
|
|
46,215
|
|
|
25,174
|
|
|
36,551
|
|
|||
Total revenues
|
|
3,120,828
|
|
|
1,980,273
|
|
|
2,680,167
|
|
|||
|
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Production expenses
|
|
324,214
|
|
|
289,289
|
|
|
347,243
|
|
|||
Production expenses to affiliates
|
|
—
|
|
|
—
|
|
|
1,654
|
|
|||
Production taxes
|
|
208,278
|
|
|
142,388
|
|
|
200,637
|
|
|||
Exploration expenses
|
|
12,393
|
|
|
16,972
|
|
|
19,413
|
|
|||
Crude oil and natural gas service operations
|
|
16,880
|
|
|
11,386
|
|
|
17,337
|
|
|||
Depreciation, depletion, amortization and accretion
|
|
1,674,901
|
|
|
1,708,744
|
|
|
1,749,056
|
|
|||
Property impairments
|
|
237,370
|
|
|
237,292
|
|
|
402,131
|
|
|||
General and administrative expenses
|
|
191,706
|
|
|
169,580
|
|
|
189,846
|
|
|||
Litigation settlement
|
|
59,600
|
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of assets and other
|
|
(53,915
|
)
|
|
(307,844
|
)
|
|
(23,149
|
)
|
|||
Total operating costs and expenses
|
|
2,671,427
|
|
|
2,267,807
|
|
|
2,904,168
|
|
|||
Income (loss) from operations
|
|
449,401
|
|
|
(287,534
|
)
|
|
(224,001
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(294,495
|
)
|
|
(320,562
|
)
|
|
(313,079
|
)
|
|||
Loss on extinguishment of debt
|
|
(554
|
)
|
|
(26,055
|
)
|
|
—
|
|
|||
Other
|
|
1,715
|
|
|
1,697
|
|
|
1,995
|
|
|||
|
|
(293,334
|
)
|
|
(344,920
|
)
|
|
(311,084
|
)
|
|||
Income (loss) before income taxes
|
|
156,067
|
|
|
(632,454
|
)
|
|
(535,085
|
)
|
|||
Benefit for income taxes
|
|
633,380
|
|
|
232,775
|
|
|
181,417
|
|
|||
Net income (loss)
|
|
$
|
789,447
|
|
|
$
|
(399,679
|
)
|
|
$
|
(353,668
|
)
|
Basic net income (loss) per share
|
|
$
|
2.13
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
Diluted net income (loss) per share
|
|
$
|
2.11
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
|
|
|
|
|
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
789,447
|
|
|
$
|
(399,679
|
)
|
|
$
|
(353,668
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
567
|
|
|
3,094
|
|
|
(2,969
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
|
567
|
|
|
3,094
|
|
|
(2,969
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
790,014
|
|
|
$
|
(396,585
|
)
|
|
$
|
(356,637
|
)
|
In thousands, except share data
|
|
Shares
outstanding
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings
|
|
Total
shareholders’
equity
|
|||||||||||
Balance at December 31, 2014
|
|
372,005,502
|
|
|
$
|
3,720
|
|
|
$
|
1,287,941
|
|
|
$
|
(385
|
)
|
|
$
|
3,676,568
|
|
|
$
|
4,967,844
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353,668
|
)
|
|
(353,668
|
)
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,969
|
)
|
|
—
|
|
|
(2,969
|
)
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
51,817
|
|
|
—
|
|
|
—
|
|
|
51,817
|
|
|||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
13,177
|
|
|
—
|
|
|
—
|
|
|
13,177
|
|
|||||
Restricted stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Granted
|
|
1,462,534
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Repurchased and canceled
|
|
(172,786
|
)
|
|
(2
|
)
|
|
(7,311
|
)
|
|
—
|
|
|
—
|
|
|
(7,313
|
)
|
|||||
Forfeited
|
|
(336,170
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Balance at December 31, 2015
|
|
372,959,080
|
|
|
$
|
3,730
|
|
|
$
|
1,345,624
|
|
|
$
|
(3,354
|
)
|
|
$
|
3,322,900
|
|
|
$
|
4,668,900
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399,679
|
)
|
|
(399,679
|
)
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,094
|
|
|
—
|
|
|
3,094
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
48,084
|
|
|
—
|
|
|
—
|
|
|
48,084
|
|
|||||
Tax deficiency from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(9,828
|
)
|
|
—
|
|
|
—
|
|
|
(9,828
|
)
|
|||||
Restricted stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Granted
|
|
2,064,508
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Repurchased and canceled
|
|
(337,981
|
)
|
|
(3
|
)
|
|
(8,590
|
)
|
|
—
|
|
|
—
|
|
|
(8,593
|
)
|
|||||
Forfeited
|
|
(193,250
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Balance at December 31, 2016
|
|
374,492,357
|
|
|
$
|
3,745
|
|
|
$
|
1,375,290
|
|
|
$
|
(260
|
)
|
|
$
|
2,923,221
|
|
|
$
|
4,301,996
|
|
Cumulative effect adjustment from adoption of ASU 2016-09 (see Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,150
|
|
|
5,150
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
789,447
|
|
|
789,447
|
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
—
|
|
|
567
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
45,854
|
|
|
—
|
|
|
—
|
|
|
45,854
|
|
|||||
Restricted stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Granted
|
|
1,585,870
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Repurchased and canceled
|
|
(259,729
|
)
|
|
(3
|
)
|
|
(11,818
|
)
|
|
—
|
|
|
—
|
|
|
(11,821
|
)
|
|||||
Forfeited
|
|
(598,729
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Balance at December 31, 2017
|
|
375,219,769
|
|
|
$
|
3,752
|
|
|
$
|
1,409,326
|
|
|
$
|
307
|
|
|
$
|
3,717,818
|
|
|
$
|
5,131,203
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
789,447
|
|
|
$
|
(399,679
|
)
|
|
$
|
(353,668
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, amortization and accretion
|
|
1,670,838
|
|
|
1,709,567
|
|
|
1,746,454
|
|
|||
Property impairments
|
|
237,370
|
|
|
237,292
|
|
|
402,131
|
|
|||
Non-cash (gain) loss on derivatives, net
|
|
(58,031
|
)
|
|
156,621
|
|
|
(21,532
|
)
|
|||
Stock-based compensation
|
|
45,868
|
|
|
48,098
|
|
|
51,834
|
|
|||
Tax benefit from US tax reform legislation
|
|
(713,655
|
)
|
|
—
|
|
|
—
|
|
|||
Provision (benefit) for deferred income taxes from operations
|
|
88,056
|
|
|
(209,836
|
)
|
|
(181,441
|
)
|
|||
Tax deficiency (benefit) from stock-based compensation
|
|
—
|
|
|
9,828
|
|
|
(13,177
|
)
|
|||
Dry hole costs
|
|
176
|
|
|
4,866
|
|
|
8,381
|
|
|||
Litigation settlement
|
|
59,600
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets, net
|
|
(55,124
|
)
|
|
(304,489
|
)
|
|
(23,149
|
)
|
|||
Loss on extinguishment of debt
|
|
554
|
|
|
26,055
|
|
|
—
|
|
|||
Other, net
|
|
12,592
|
|
|
9,812
|
|
|
12,646
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(329,811
|
)
|
|
(158,383
|
)
|
|
524,973
|
|
|||
Inventories
|
|
14,517
|
|
|
(17,836
|
)
|
|
7,997
|
|
|||
Other current assets
|
|
1,038
|
|
|
968
|
|
|
65,493
|
|
|||
Accounts payable trade
|
|
137,339
|
|
|
(14,404
|
)
|
|
(201,434
|
)
|
|||
Revenues and royalties payable
|
|
158,982
|
|
|
30,455
|
|
|
(85,754
|
)
|
|||
Accrued liabilities and other
|
|
21,368
|
|
|
(883
|
)
|
|
(84,056
|
)
|
|||
Other noncurrent assets and liabilities
|
|
(2,018
|
)
|
|
(2,133
|
)
|
|
1,403
|
|
|||
Net cash provided by operating activities
|
|
2,079,106
|
|
|
1,125,919
|
|
|
1,857,101
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Exploration and development
|
|
(1,931,942
|
)
|
|
(1,154,131
|
)
|
|
(3,042,747
|
)
|
|||
Purchase of producing crude oil and natural gas properties
|
|
(8,446
|
)
|
|
(5,008
|
)
|
|
(557
|
)
|
|||
Purchase of other property and equipment
|
|
(12,810
|
)
|
|
(5,375
|
)
|
|
(36,951
|
)
|
|||
Proceeds from sale of assets
|
|
144,353
|
|
|
631,549
|
|
|
34,008
|
|
|||
Net cash used in investing activities
|
|
(1,808,845
|
)
|
|
(532,965
|
)
|
|
(3,046,247
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Credit facility borrowings
|
|
1,302,000
|
|
|
1,691,000
|
|
|
2,001,000
|
|
|||
Repayment of credit facility
|
|
(2,019,000
|
)
|
|
(1,639,000
|
)
|
|
(1,313,000
|
)
|
|||
Proceeds from issuance of Senior Notes
|
|
990,000
|
|
|
—
|
|
|
—
|
|
|||
Redemption of Senior Notes
|
|
—
|
|
|
(600,000
|
)
|
|
—
|
|
|||
Premium on redemption of Senior Notes
|
|
—
|
|
|
(19,168
|
)
|
|
—
|
|
|||
Proceeds from other debt
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||
Repayment of other debt
|
|
(502,214
|
)
|
|
(2,144
|
)
|
|
(2,078
|
)
|
|||
Debt issuance costs
|
|
(1,999
|
)
|
|
(40
|
)
|
|
(4,597
|
)
|
|||
Repurchase of restricted stock for tax withholdings
|
|
(11,821
|
)
|
|
(8,593
|
)
|
|
(7,313
|
)
|
|||
Tax (deficiency) benefit from stock-based compensation
|
|
—
|
|
|
(9,828
|
)
|
|
13,177
|
|
|||
Net cash (used in) provided by financing activities
|
|
(243,034
|
)
|
|
(587,773
|
)
|
|
1,187,189
|
|
|||
Effect of exchange rate changes on cash
|
|
32
|
|
|
(1
|
)
|
|
(10,961
|
)
|
|||
Net change in cash and cash equivalents
|
|
27,259
|
|
|
5,180
|
|
|
(12,918
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
16,643
|
|
|
11,463
|
|
|
24,381
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
43,902
|
|
|
$
|
16,643
|
|
|
$
|
11,463
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Tubular goods and equipment
|
|
$
|
14,946
|
|
|
$
|
15,243
|
|
Crude oil
|
|
82,460
|
|
|
96,744
|
|
||
Total
|
|
$
|
97,406
|
|
|
$
|
111,987
|
|
Service property and equipment
|
Useful Lives
In Years
|
Automobiles and aircraft
|
5-10
|
Machinery and equipment
|
6-10
|
Gathering and recycling systems
|
15-30
|
Storage tanks
|
10-30
|
Office and computer equipment, software, furniture and fixtures
|
3-25
|
Buildings and improvements
|
4-40
|
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Asset retirement obligations at January 1
|
|
$
|
96,178
|
|
|
$
|
102,909
|
|
|
$
|
76,708
|
|
Accretion expense
|
|
5,886
|
|
|
6,086
|
|
|
4,740
|
|
|||
Revisions (1)
|
|
7,801
|
|
|
(12,755
|
)
|
|
15,068
|
|
|||
Plus: Additions for new assets
|
|
6,884
|
|
|
2,692
|
|
|
7,404
|
|
|||
Less: Plugging costs and sold assets
|
|
(2,343
|
)
|
|
(2,754
|
)
|
|
(1,011
|
)
|
|||
Total asset retirement obligations at December 31
|
|
$
|
114,406
|
|
|
$
|
96,178
|
|
|
$
|
102,909
|
|
Less: Current portion of asset retirement obligations at December 31 (2)
|
|
2,612
|
|
|
1,742
|
|
|
1,658
|
|
|||
Non-current portion of asset retirement obligations at December 31
|
|
$
|
111,794
|
|
|
$
|
94,436
|
|
|
$
|
101,251
|
|
(1)
|
Revisions primarily represent changes in the present value of liabilities resulting from changes in estimated costs and economic lives of producing properties.
|
(2)
|
Balance is included in the caption “Accrued liabilities and other” in the consolidated balance sheets.
|
|
|
Year ended December 31,
|
||||||||||
In thousands, except per share data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) (numerator) (1)
|
|
$
|
789,447
|
|
|
$
|
(399,679
|
)
|
|
$
|
(353,668
|
)
|
Weighted average shares (denominator):
|
|
|
|
|
|
|
||||||
Weighted average shares - basic
|
|
371,066
|
|
|
370,380
|
|
|
369,540
|
|
|||
Non-vested restricted stock (2)
|
|
2,702
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares - diluted
|
|
373,768
|
|
|
370,380
|
|
|
369,540
|
|
|||
Net income (loss) per share: (1)
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.13
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
Diluted
|
|
$
|
2.11
|
|
|
$
|
(1.08
|
)
|
|
$
|
(0.96
|
)
|
(1)
|
The Company’s remeasurement of its deferred income tax assets and liabilities in response to the enactment of the Tax Reform Act in December 2017 resulted in a one-time decrease in income tax expense and corresponding increase in net income of approximately
$713.7 million
(
$1.92
per basic share and
$1.91
per diluted share) for the year ended
December 31, 2017
. See
Note 8. Income Taxes
for further discussion. Additionally, 2017 results include a
$59.6 million
pre-tax loss accrual recognized in conjunction with a litigation settlement as discussed in
Note 10. Commitments and Contingencies
, which resulted in an after-tax decrease in 2017 net income of
$37.0 million
(
$0.10
per basic and diluted share).
|
(2)
|
For the years ended December 31, 2016 and 2015, the Company had a net loss and therefore the potential dilutive effect of approximately
2,303,000
and
1,567,000
weighted average non-vested restricted shares, respectively, were not included in the calculation of diluted net loss per share because to do so would have been anti-dilutive to the computations.
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
281,058
|
|
|
$
|
316,116
|
|
|
$
|
301,743
|
|
Cash paid for income taxes
|
|
2
|
|
|
2
|
|
|
30
|
|
|||
Cash received for income tax refunds
|
|
257
|
|
|
174
|
|
|
61,403
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Asset retirement obligation additions and revisions, net
|
|
14,685
|
|
|
(10,063
|
)
|
|
22,472
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Proved crude oil and natural gas properties
|
|
$
|
21,362,199
|
|
|
$
|
19,802,395
|
|
Unproved crude oil and natural gas properties
|
|
365,413
|
|
|
429,562
|
|
||
Service properties, equipment and other
|
|
290,111
|
|
|
301,788
|
|
||
Total property and equipment
|
|
22,017,723
|
|
|
20,533,745
|
|
||
Accumulated depreciation, depletion and amortization
|
|
(9,083,934
|
)
|
|
(7,652,518
|
)
|
||
Net property and equipment
|
|
$
|
12,933,789
|
|
|
$
|
12,881,227
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Prepaid advances from joint interest owners
|
|
$
|
34,511
|
|
|
$
|
57,861
|
|
Accrued compensation
|
|
65,308
|
|
|
38,046
|
|
||
Accrued production taxes, ad valorem taxes and other non-income taxes
|
|
40,611
|
|
|
22,053
|
|
||
Accrued interest
|
|
55,282
|
|
|
52,657
|
|
||
Accrued litigation settlement (see Note 10)
|
|
59,600
|
|
|
—
|
|
||
Current portion of asset retirement obligations
|
|
2,612
|
|
|
1,742
|
|
||
Other
|
|
2,150
|
|
|
4,411
|
|
||
Accrued liabilities and other
|
|
$
|
260,074
|
|
|
$
|
176,770
|
|
Period and Type of Contract
|
|
MMBtus
|
|
Swaps Weighted Average Price
|
|
|||
January 2018 - March 2018
|
|
|
|
|
|
|||
Swaps - Henry Hub
|
|
6,300,000
|
|
|
$
|
3.28
|
|
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash received (paid) on derivatives:
|
|
|
|
|
|
|
||||||
Natural gas fixed price swaps
|
|
$
|
40,095
|
|
|
$
|
88,823
|
|
|
$
|
39,670
|
|
Natural gas collars
|
|
(10,539
|
)
|
|
—
|
|
|
29,883
|
|
|||
Cash received on derivatives, net
|
|
29,556
|
|
|
88,823
|
|
|
69,553
|
|
|||
Non-cash gain (loss) on derivatives:
|
|
|
|
|
|
|
||||||
Crude oil written call options
|
|
—
|
|
|
38
|
|
|
4,715
|
|
|||
Natural gas fixed price swaps
|
|
18,960
|
|
|
(120,784
|
)
|
|
41,828
|
|
|||
Natural gas collars
|
|
43,131
|
|
|
(39,936
|
)
|
|
(25,011
|
)
|
|||
Non-cash gain (loss) on derivatives, net
|
|
62,091
|
|
|
(160,682
|
)
|
|
21,532
|
|
|||
Gain (loss) on crude oil and natural gas derivatives, net
|
|
$
|
91,647
|
|
|
$
|
(71,859
|
)
|
|
$
|
91,085
|
|
|
|
Year ended December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Cash received on diesel fuel derivatives
|
|
$
|
2,845
|
|
|
$
|
699
|
|
Non-cash gain (loss) on diesel fuel derivatives
|
|
(4,060
|
)
|
|
4,060
|
|
||
Gain (loss) on diesel fuel derivatives, net
|
|
$
|
(1,215
|
)
|
|
$
|
4,759
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Commodity derivative assets:
|
|
|
|
|
||||
Gross amounts of recognized assets
|
|
$
|
2,603
|
|
|
$
|
4,061
|
|
Gross amounts offset on balance sheet
|
|
—
|
|
|
—
|
|
||
Net amounts of assets on balance sheet
|
|
2,603
|
|
|
4,061
|
|
||
Commodity derivative liabilities:
|
|
|
|
|
||||
Gross amounts of recognized liabilities
|
|
—
|
|
|
(59,489
|
)
|
||
Gross amounts offset on balance sheet
|
|
—
|
|
|
—
|
|
||
Net amounts of liabilities on balance sheet
|
|
$
|
—
|
|
|
$
|
(59,489
|
)
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Derivative assets
|
|
$
|
2,603
|
|
|
$
|
4,061
|
|
Noncurrent derivative assets
|
|
—
|
|
|
—
|
|
||
Net amounts of assets on balance sheet
|
|
2,603
|
|
|
4,061
|
|
||
Derivative liabilities
|
|
—
|
|
|
(59,489
|
)
|
||
Noncurrent derivative liabilities
|
|
—
|
|
|
—
|
|
||
Net amounts of liabilities on balance sheet
|
|
—
|
|
|
(59,489
|
)
|
||
Total derivative assets (liabilities), net
|
|
$
|
2,603
|
|
|
$
|
(55,428
|
)
|
•
|
Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.
|
•
|
Level 2: Observable market-based inputs or unobservable inputs corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
•
|
Level 3: Unobservable inputs not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
|
|
Fair value measurements at December 31, 2017 using:
|
|
|
||||||||||||
In thousands
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Derivative assets:
|
|
|
||||||||||||||
Swaps
|
|
$
|
—
|
|
|
$
|
2,603
|
|
|
$
|
—
|
|
|
$
|
2,603
|
|
Total
|
|
$
|
—
|
|
|
$
|
2,603
|
|
|
$
|
—
|
|
|
$
|
2,603
|
|
Unobservable Input
|
|
Assumption
|
Future production
|
|
Future production estimates for each property
|
Forward commodity prices
|
|
Forward NYMEX strip prices through 2022 (adjusted for differentials), escalating 3% per year thereafter
|
Operating costs
|
|
Estimated costs for the current year, escalating 3% per year thereafter
|
Productive life of field
|
|
Ranging from 1 to 38 years
|
Discount rate
|
|
10%
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Proved property impairments
|
|
$
|
82,340
|
|
|
$
|
2,895
|
|
|
$
|
138,878
|
|
Unproved property impairments
|
|
155,030
|
|
|
234,397
|
|
|
263,253
|
|
|||
Total
|
|
$
|
237,370
|
|
|
$
|
237,292
|
|
|
$
|
402,131
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
In thousands
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Debt:
|
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility (1)
|
|
$
|
188,000
|
|
|
$
|
188,000
|
|
|
$
|
905,000
|
|
|
$
|
905,000
|
|
Term loan (1)
|
|
—
|
|
|
—
|
|
|
498,865
|
|
|
500,000
|
|
||||
Note payable
|
|
9,974
|
|
|
9,900
|
|
|
12,176
|
|
|
10,200
|
|
||||
5% Senior Notes due 2022
|
|
1,997,576
|
|
|
2,040,000
|
|
|
1,997,188
|
|
|
2,020,400
|
|
||||
4.5% Senior Notes due 2023
|
|
1,486,690
|
|
|
1,526,800
|
|
|
1,484,524
|
|
|
1,474,800
|
|
||||
3.8% Senior Notes due 2024
|
|
992,036
|
|
|
988,800
|
|
|
990,964
|
|
|
929,400
|
|
||||
4.375% Senior Notes due 2028 (1)
|
|
988,061
|
|
|
987,200
|
|
|
—
|
|
|
—
|
|
||||
4.9% Senior Notes due 2044
|
|
691,354
|
|
|
679,900
|
|
|
691,199
|
|
|
607,600
|
|
||||
Total debt
|
|
$
|
6,353,691
|
|
|
$
|
6,420,600
|
|
|
$
|
6,579,916
|
|
|
$
|
6,447,400
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Revolving credit facility
|
|
$
|
188,000
|
|
|
$
|
905,000
|
|
Term loan
|
|
—
|
|
|
498,865
|
|
||
Note payable
|
|
9,974
|
|
|
12,176
|
|
||
5% Senior Notes due 2022
|
|
1,997,576
|
|
|
1,997,188
|
|
||
4.5% Senior Notes due 2023
|
|
1,486,690
|
|
|
1,484,524
|
|
||
3.8% Senior Notes due 2024
|
|
992,036
|
|
|
990,964
|
|
||
4.375% Senior Notes due 2028
|
|
988,061
|
|
|
—
|
|
||
4.9% Senior Notes due 2044
|
|
691,354
|
|
|
691,199
|
|
||
Total debt
|
|
6,353,691
|
|
|
6,579,916
|
|
||
Less: Current portion of long-term debt
|
|
2,286
|
|
|
2,219
|
|
||
Long-term debt, net of current portion
|
|
$
|
6,351,405
|
|
|
$
|
6,577,697
|
|
|
|
2022 Notes (1)
|
|
2023 Notes
|
|
2024 Notes
|
|
2028 Notes
|
|
2044 Notes
|
Face value (in thousands)
|
|
$2,000,000
|
|
$1,500,000
|
|
$1,000,000
|
|
$1,000,000
|
|
$700,000
|
Maturity date
|
|
Sep 15, 2022
|
|
April 15, 2023
|
|
June 1, 2024
|
|
January 15, 2028
|
|
June 1, 2044
|
Interest payment dates
|
|
March 15, Sep 15
|
|
April 15, Oct 15
|
|
June 1, Dec 1
|
|
Jan 15, July 15
|
|
June 1, Dec 1
|
Make-whole redemption period (2)
|
|
—
|
|
Jan 15, 2023
|
|
Mar 1, 2024
|
|
Oct 15, 2027
|
|
Dec 1, 2043
|
(1)
|
The Company has the option to redeem all or a portion of its 2022 Notes at the decreasing redemption prices specified in the indenture related to the 2022 Notes plus any accrued and unpaid interest to the date of redemption.
|
(2)
|
At any time prior to the indicated dates, the Company has the option to redeem all or a portion of its senior notes of the applicable series at the “make-whole” redemption prices or amounts specified in the respective senior note indentures plus any accrued and unpaid interest to the date of redemption. On or after these dates, the Company may redeem all or a portion of its senior notes at a redemption price equal to 100% of the principal amount of the senior notes being redeemed plus any accrued and unpaid interest to the date of redemption.
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax (provision) benefit:
|
|
|
|
|
|
|
||||||
United States federal (1)
|
|
$
|
7,781
|
|
|
$
|
22,941
|
|
|
$
|
—
|
|
Various states
|
|
—
|
|
|
(2
|
)
|
|
(24
|
)
|
|||
Total current income tax (provision) benefit
|
|
7,781
|
|
|
22,939
|
|
|
(24
|
)
|
|||
Deferred income tax (provision) benefit:
|
|
|
|
|
|
|
||||||
United States federal - taxation on operations
|
|
(81,054
|
)
|
|
182,422
|
|
|
140,578
|
|
|||
United States federal - effect of US tax reform
|
|
713,655
|
|
|
—
|
|
|
—
|
|
|||
Various states
|
|
(7,002
|
)
|
|
27,414
|
|
|
40,863
|
|
|||
Total deferred income tax benefit
|
|
625,599
|
|
|
209,836
|
|
|
181,441
|
|
|||
Benefit for income taxes
|
|
$
|
633,380
|
|
|
$
|
232,775
|
|
|
$
|
181,417
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
In thousands, except rates
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Expected income tax (provision) benefit based on US statutory tax rate of 35%
|
|
$
|
(54,623
|
)
|
|
35.0
|
%
|
|
$
|
221,359
|
|
|
35.0
|
%
|
|
$
|
187,280
|
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
(4,682
|
)
|
|
3.0
|
%
|
|
18,829
|
|
|
3.0
|
%
|
|
16,219
|
|
|
3.0
|
%
|
|||
Effect of US tax reform legislation
|
|
713,655
|
|
|
(457.3
|
%)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Tax deficiency from stock-based compensation (1)
|
|
(3,932
|
)
|
|
2.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Canadian valuation allowance (2)
|
|
(404
|
)
|
|
0.3
|
%
|
|
(1,044
|
)
|
|
(0.2
|
%)
|
|
(13,503
|
)
|
|
(2.5
|
%)
|
|||
Effect of differing statutory tax rate in Canada
|
|
(194
|
)
|
|
0.1
|
%
|
|
(481
|
)
|
|
(0.1
|
%)
|
|
(5,239
|
)
|
|
(1.0
|
%)
|
|||
Non-deductible compensation
|
|
(13,813
|
)
|
|
8.9
|
%
|
|
(3,471
|
)
|
|
(0.5
|
%)
|
|
(1,488
|
)
|
|
(0.3
|
%)
|
|||
Other, net
|
|
(2,627
|
)
|
|
1.7
|
%
|
|
(2,417
|
)
|
|
(0.4
|
%)
|
|
(1,852
|
)
|
|
(0.3
|
%)
|
|||
Benefit for income taxes
|
|
$
|
633,380
|
|
|
(405.8
|
%)
|
|
$
|
232,775
|
|
|
36.8
|
%
|
|
$
|
181,417
|
|
|
33.9
|
%
|
(1)
|
The Company recognized
$3.9 million
of tax deficiencies from stock-based compensation as income tax expense for the year ended December 31, 2017 in accordance with ASU 2016-09 as discussed in
Note 1. Organization and Summary of Significant Accounting Policies–Adoption of new accounting pronouncements
.
|
(2)
|
Represents valuation allowances recognized against all deferred tax assets associated with operating loss carryforwards generated by the Company's Canadian operations during the respective periods for which the Company does not expect to realize a benefit.
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
|
||||
United States net operating loss carryforwards
|
|
$
|
604,423
|
|
|
$
|
478,975
|
|
Canadian net operating loss carryforwards
|
|
19,341
|
|
|
18,936
|
|
||
Alternative minimum tax carryforwards
|
|
7,781
|
|
|
16,663
|
|
||
Equity compensation
|
|
12,962
|
|
|
32,924
|
|
||
Non-cash losses on derivatives
|
|
—
|
|
|
21,064
|
|
||
Other
|
|
21,885
|
|
|
11,466
|
|
||
Total deferred tax assets
|
|
666,392
|
|
|
580,028
|
|
||
Canadian valuation allowance
|
|
(19,341
|
)
|
|
(18,936
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
647,051
|
|
|
561,092
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Property and equipment
|
|
(1,903,451
|
)
|
|
(2,448,450
|
)
|
||
Other
|
|
(3,158
|
)
|
|
(2,947
|
)
|
||
Total deferred tax liabilities
|
|
(1,906,609
|
)
|
|
(2,451,397
|
)
|
||
Deferred income tax liabilities, net
|
|
$
|
(1,259,558
|
)
|
|
$
|
(1,890,305
|
)
|
In thousands
|
|
Total amount
|
||
2018
|
|
$
|
1,656
|
|
2019
|
|
958
|
|
|
2020
|
|
817
|
|
|
2021
|
|
645
|
|
|
2022
|
|
620
|
|
|
Thereafter
|
|
7,208
|
|
|
Total obligations
|
|
$
|
11,904
|
|
|
|
Number of
non-vested shares |
|
Weighted
average grant-date fair value |
|||
Non-vested restricted shares at December 31, 2014
|
|
2,678,764
|
|
|
$
|
49.40
|
|
Granted
|
|
1,462,534
|
|
|
46.65
|
|
|
Vested
|
|
(555,517
|
)
|
|
48.07
|
|
|
Forfeited
|
|
(336,170
|
)
|
|
51.23
|
|
|
Non-vested restricted shares at December 31, 2015
|
|
3,249,611
|
|
|
$
|
48.20
|
|
Granted
|
|
2,064,508
|
|
|
22.36
|
|
|
Vested
|
|
(1,207,235
|
)
|
|
41.27
|
|
|
Forfeited
|
|
(193,250
|
)
|
|
39.79
|
|
|
Non-vested restricted shares at December 31, 2016
|
|
3,913,634
|
|
|
$
|
37.12
|
|
Granted
|
|
1,585,870
|
|
|
44.58
|
|
|
Vested
|
|
(874,665
|
)
|
|
57.36
|
|
|
Forfeited
|
|
(598,729
|
)
|
|
37.34
|
|
|
Non-vested restricted shares at December 31, 2017
|
|
4,026,110
|
|
|
$
|
35.63
|
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning accumulated other comprehensive loss, net of tax
|
|
$
|
(260
|
)
|
|
$
|
(3,354
|
)
|
|
$
|
(385
|
)
|
Foreign currency translation adjustments
|
|
567
|
|
|
3,094
|
|
|
(2,969
|
)
|
|||
Income taxes (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
|
567
|
|
|
3,094
|
|
|
(2,969
|
)
|
|||
Ending accumulated other comprehensive income (loss), net of tax
|
|
$
|
307
|
|
|
$
|
(260
|
)
|
|
$
|
(3,354
|
)
|
(1)
|
A valuation allowance has been recognized against all deferred tax assets associated with losses generated by the Company’s Canadian operations, thereby resulting in no income taxes on other comprehensive income (loss).
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Crude oil and natural gas sales
|
|
$
|
2,982,966
|
|
|
$
|
2,026,958
|
|
|
$
|
2,552,531
|
|
Production expenses
|
|
(324,214
|
)
|
|
(289,289
|
)
|
|
(348,897
|
)
|
|||
Production taxes
|
|
(208,278
|
)
|
|
(142,388
|
)
|
|
(200,637
|
)
|
|||
Exploration expenses
|
|
(12,393
|
)
|
|
(16,972
|
)
|
|
(19,413
|
)
|
|||
Depreciation, depletion, amortization and accretion
|
|
(1,652,180
|
)
|
|
(1,679,485
|
)
|
|
(1,722,336
|
)
|
|||
Property impairments
|
|
(237,370
|
)
|
|
(237,292
|
)
|
|
(402,131
|
)
|
|||
Income tax benefit (1)
|
|
504,475
|
|
|
126,794
|
|
|
33,680
|
|
|||
Results from crude oil and natural gas producing activities
|
|
$
|
1,053,006
|
|
|
$
|
(211,674
|
)
|
|
$
|
(107,203
|
)
|
(1)
|
Income taxes reflect the application of a combined federal and state tax rate of 38% on pre-tax income and losses generated by operations in the United States. Additionally, the 2017 period includes a
$713.7 million
income tax benefit recognized upon the Company’s remeasurement of its deferred income tax assets and liabilities in response to the enactment of the Tax Reform Act in December 2017. See
Note 8. Income Taxes
for further discussion.
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Property acquisition costs:
|
|
|
|
|
|
|
||||||
Proved
|
|
$
|
8,446
|
|
|
$
|
5,008
|
|
|
$
|
557
|
|
Unproved
|
|
220,875
|
|
|
149,962
|
|
|
168,492
|
|
|||
Total property acquisition costs
|
|
229,321
|
|
|
154,970
|
|
|
169,049
|
|
|||
Exploration Costs
|
|
123,461
|
|
|
182,355
|
|
|
241,523
|
|
|||
Development Costs
|
|
1,695,954
|
|
|
767,148
|
|
|
2,148,530
|
|
|||
Total
|
|
$
|
2,048,736
|
|
|
$
|
1,104,473
|
|
|
$
|
2,559,102
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Proved crude oil and natural gas properties
|
|
$
|
21,362,199
|
|
|
$
|
19,802,395
|
|
Unproved crude oil and natural gas properties
|
|
365,413
|
|
|
429,562
|
|
||
Total
|
|
21,727,612
|
|
|
20,231,957
|
|
||
Less accumulated depreciation, depletion and amortization
|
|
(8,971,935
|
)
|
|
(7,553,255
|
)
|
||
Net capitalized costs
|
|
$
|
12,755,677
|
|
|
$
|
12,678,702
|
|
|
|
Year ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
|
$
|
34,852
|
|
|
$
|
59,397
|
|
|
$
|
93,421
|
|
Additions to capitalized exploratory well costs pending determination of proved reserves
|
|
79,451
|
|
|
123,980
|
|
|
132,806
|
|
|||
Reclassification to proved crude oil and natural gas properties based on the determination of proved reserves
|
|
(81,035
|
)
|
|
(141,941
|
)
|
|
(160,779
|
)
|
|||
Capitalized exploratory well costs charged to expense
|
|
(1,912
|
)
|
|
(6,584
|
)
|
|
(6,051
|
)
|
|||
Balance at December 31
|
|
$
|
31,356
|
|
|
$
|
34,852
|
|
|
$
|
59,397
|
|
Number of gross wells
|
|
37
|
|
|
54
|
|
|
73
|
|
|
|
Crude Oil
(MBbls) |
|
Natural Gas
(MMcf) |
|
Total
(MBoe) |
|||
Proved reserves as of December 31, 2014
|
|
866,360
|
|
|
2,908,386
|
|
|
1,351,091
|
|
Revisions of previous estimates
|
|
(246,840
|
)
|
|
(302,143
|
)
|
|
(297,198
|
)
|
Extensions, discoveries and other additions
|
|
134,764
|
|
|
710,453
|
|
|
253,173
|
|
Production
|
|
(53,517
|
)
|
|
(164,454
|
)
|
|
(80,926
|
)
|
Sales of minerals in place
|
|
(253
|
)
|
|
(456
|
)
|
|
(329
|
)
|
Purchases of minerals in place
|
|
—
|
|
|
—
|
|
|
—
|
|
Proved reserves as of December 31, 2015
|
|
700,514
|
|
|
3,151,786
|
|
|
1,225,811
|
|
Revisions of previous estimates
|
|
(99,966
|
)
|
|
(63,057
|
)
|
|
(110,474
|
)
|
Extensions, discoveries and other additions
|
|
97,587
|
|
|
911,062
|
|
|
249,430
|
|
Production
|
|
(46,850
|
)
|
|
(195,240
|
)
|
|
(79,390
|
)
|
Sales of minerals in place
|
|
(8,057
|
)
|
|
(14,733
|
)
|
|
(10,513
|
)
|
Purchases of minerals in place
|
|
—
|
|
|
—
|
|
|
—
|
|
Proved reserves as of December 31, 2016
|
|
643,228
|
|
|
3,789,818
|
|
|
1,274,864
|
|
Revisions of previous estimates
|
|
(77,779
|
)
|
|
(25,390
|
)
|
|
(82,012
|
)
|
Extensions, discoveries and other additions
|
|
129,895
|
|
|
661,867
|
|
|
240,206
|
|
Production
|
|
(50,536
|
)
|
|
(228,159
|
)
|
|
(88,562
|
)
|
Sales of minerals in place
|
|
(4,365
|
)
|
|
(64,989
|
)
|
|
(15,197
|
)
|
Purchases of minerals in place
|
|
506
|
|
|
7,134
|
|
|
1,696
|
|
Proved reserves as of December 31, 2017
|
|
640,949
|
|
|
4,140,281
|
|
|
1,330,995
|
|
|
|
December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Proved Developed Reserves
|
|
|
|
|
|
|
|||
Crude oil (MBbl)
|
|
318,707
|
|
|
290,210
|
|
|
326,798
|
|
Natural Gas (MMcf)
|
|
1,699,161
|
|
|
1,370,620
|
|
|
1,190,343
|
|
Total (MBoe)
|
|
601,901
|
|
|
518,646
|
|
|
525,188
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|||
Crude oil (MBbl)
|
|
322,242
|
|
|
353,018
|
|
|
373,716
|
|
Natural Gas (MMcf)
|
|
2,441,120
|
|
|
2,419,198
|
|
|
1,961,443
|
|
Total (MBoe)
|
|
729,094
|
|
|
756,218
|
|
|
700,623
|
|
Total Proved Reserves
|
|
|
|
|
|
|
|||
Crude oil (MBbl)
|
|
640,949
|
|
|
643,228
|
|
|
700,514
|
|
Natural Gas (MMcf)
|
|
4,140,281
|
|
|
3,789,818
|
|
|
3,151,786
|
|
Total (MBoe)
|
|
1,330,995
|
|
|
1,274,864
|
|
|
1,225,811
|
|
|
|
December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Future cash inflows
|
|
$
|
42,574,897
|
|
|
$
|
31,008,587
|
|
|
$
|
36,551,672
|
|
Future production costs
|
|
(11,159,362
|
)
|
|
(9,175,410
|
)
|
|
(10,869,493
|
)
|
|||
Future development and abandonment costs
|
|
(6,487,097
|
)
|
|
(6,452,647
|
)
|
|
(6,935,958
|
)
|
|||
Future income taxes (1)
|
|
(3,488,755
|
)
|
|
(3,018,839
|
)
|
|
(3,717,612
|
)
|
|||
Future net cash flows
|
|
21,439,683
|
|
|
12,361,691
|
|
|
15,028,609
|
|
|||
10% annual discount for estimated timing of cash flows
|
|
(10,969,506
|
)
|
|
(6,851,468
|
)
|
|
(8,552,325
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
10,470,177
|
|
|
$
|
5,510,223
|
|
|
$
|
6,476,284
|
|
(1)
|
Estimated future income taxes were calculated by applying existing statutory tax rates, including any known future changes, to the estimated pre-tax net cash flows related to proved crude oil and natural gas reserves, giving effect to any permanent taxable differences and tax credits, less the tax basis of the properties involved. The U.S. federal statutory tax rate utilized in estimating future income taxes was 21% at December 31, 2017 and 35% at December 31, 2016 and 2015.
|
|
|
December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Standardized measure of discounted future net cash flows at January 1
|
|
$
|
5,510,223
|
|
|
$
|
6,476,284
|
|
|
$
|
18,433,034
|
|
Extensions, discoveries and improved recoveries, less related costs
|
|
1,462,629
|
|
|
786,587
|
|
|
1,091,283
|
|
|||
Revisions of previous quantity estimates
|
|
(1,004,355
|
)
|
|
(794,785
|
)
|
|
(2,156,028
|
)
|
|||
Changes in estimated future development and abandonment costs
|
|
743,657
|
|
|
1,651,218
|
|
|
5,008,731
|
|
|||
Sales of minerals in place, net
|
|
(41,077
|
)
|
|
(90,390
|
)
|
|
(7,768
|
)
|
|||
Net change in prices and production costs
|
|
3,808,116
|
|
|
(2,003,163
|
)
|
|
(16,111,142
|
)
|
|||
Accretion of discount
|
|
665,507
|
|
|
798,597
|
|
|
1,843,303
|
|
|||
Sales of crude oil and natural gas produced, net of production costs
|
|
(2,450,474
|
)
|
|
(1,595,281
|
)
|
|
(2,002,997
|
)
|
|||
Development costs incurred during the period
|
|
1,045,875
|
|
|
454,983
|
|
|
1,394,584
|
|
|||
Change in timing of estimated future production and other
|
|
948,519
|
|
|
(538,665
|
)
|
|
(3,844,259
|
)
|
|||
Change in income taxes
|
|
(218,443
|
)
|
|
364,838
|
|
|
2,827,543
|
|
|||
Net change
|
|
4,959,954
|
|
|
(966,061
|
)
|
|
(11,956,750
|
)
|
|||
Standardized measure of discounted future net cash flows at December 31
|
|
$
|
10,470,177
|
|
|
$
|
5,510,223
|
|
|
$
|
6,476,284
|
|
|
|
Quarter ended
|
||||||||||||||
In thousands, except per share data
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Total revenues (1)
|
|
$
|
685,427
|
|
|
$
|
661,486
|
|
|
$
|
726,743
|
|
|
$
|
1,047,172
|
|
Gain on crude oil and natural gas derivatives, net (1)
|
|
$
|
46,858
|
|
|
$
|
28,022
|
|
|
$
|
8,602
|
|
|
$
|
8,165
|
|
Property impairments (2)
|
|
$
|
51,372
|
|
|
$
|
123,316
|
|
|
$
|
35,130
|
|
|
$
|
27,552
|
|
Litigation settlement (3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,600
|
|
Gain (loss) on sale of assets, net (4)
|
|
$
|
(3,638
|
)
|
|
$
|
780
|
|
|
$
|
3,562
|
|
|
$
|
54,420
|
|
Income (loss) from operations
|
|
$
|
77,221
|
|
|
$
|
(29,041
|
)
|
|
$
|
91,753
|
|
|
$
|
309,468
|
|
Net income (loss) (5)
|
|
$
|
469
|
|
|
$
|
(63,557
|
)
|
|
$
|
10,621
|
|
|
$
|
841,914
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
—
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.03
|
|
|
$
|
2.27
|
|
Diluted
|
|
$
|
—
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.03
|
|
|
$
|
2.25
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Total revenues (1)
|
|
$
|
453,174
|
|
|
$
|
451,211
|
|
|
$
|
526,199
|
|
|
$
|
549,689
|
|
Gain (loss) on crude oil and natural gas derivatives, net (1)
|
|
$
|
42,112
|
|
|
$
|
(82,257
|
)
|
|
$
|
15,668
|
|
|
$
|
(47,382
|
)
|
Property impairments (2)
|
|
$
|
78,927
|
|
|
$
|
66,112
|
|
|
$
|
57,689
|
|
|
$
|
34,564
|
|
Gain on sale of assets, net (4)
|
|
$
|
109
|
|
|
$
|
96,907
|
|
|
$
|
6,158
|
|
|
$
|
201,315
|
|
Income (loss) from operations
|
|
$
|
(239,103
|
)
|
|
$
|
(110,547
|
)
|
|
$
|
(93,183
|
)
|
|
$
|
155,299
|
|
Loss on extinguishment of debt (6)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,055
|
|
Net income (loss)
|
|
$
|
(198,326
|
)
|
|
$
|
(119,402
|
)
|
|
$
|
(109,621
|
)
|
|
$
|
27,670
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.54
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
0.07
|
|
Diluted
|
|
$
|
(0.54
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
0.07
|
|
(1)
|
Gains and losses on crude oil and natural gas derivative instruments are reflected in “Total revenues” on both the consolidated statements of comprehensive income (loss) and this table of unaudited quarterly financial data. Crude oil and natural gas derivative gains and losses have been shown separately to illustrate the fluctuations in revenues that are attributable to the Company’s derivative instruments. Commodity price fluctuations each quarter can result in significant swings in mark-to-market gains and losses, which affects comparability between periods.
|
(2)
|
Property impairments have been shown separately to illustrate the impact on quarterly results attributable to write downs of the Company’s assets. Commodity price fluctuations each quarter can result in significant changes in estimated future cash flows and resulting impairments, which affects comparability between periods.
|
(3)
|
Fourth quarter 2017 results include a
$59.6 million
pre-tax loss accrual recognized in conjunction with a litigation settlement as discussed in
Note 10. Commitments and Contingencies
, which resulted in an after-tax decrease in net income of
$37.0 million
(
$0.10
per basic and diluted share).
|
(4)
|
Gains on asset sales have been shown separately to illustrate the impact on quarterly results attributable to asset dispositions, which differ in significance from period to period and affect comparability. See
Note 14. Property Dispositions
for a discussion of notable dispositions.
|
(5)
|
Fourth quarter 2017 results reflect the remeasurement of the Company's deferred income tax assets and liabilities in response to the enactment of the Tax Reform Act in December 2017, which resulted in a one-time decrease in income tax expense and corresponding increase in net income of approximately
$713.7 million
(
$1.92
per basic share and
$1.91
per diluted share). See
Note 8. Income Taxes
for further discussion.
|
(6)
|
See
Note 7. Long-Term Debt
for discussion of the loss recognized by the Company upon the redemption of its 2020 Notes and 2021 Notes in the 2016 fourth quarter.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
3.1
|
|
|
|
|
|
3.2***
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6***
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
10.1†
|
|
|
|
|
10.2†
|
|
|
|
|
|
10.3†
|
|
|
|
|
|
10.4†
|
|
|
|
|
|
10.5†
|
|
|
|
|
|
10.6†
|
|
|
|
|
|
10.7†
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9†
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11†
|
|
|
|
|
|
10.12†
|
|
|
|
|
|
10.13
|
|
|
|
|
|
21*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
32**
|
|
|
|
|
|
99*
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
***
|
Re-filed herewith pursuant to Item 10(d) of Regulation S-K.
|
†
|
Management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
|
CONTINENTAL RESOURCES, INC.
|
||
|
|
|
By:
|
|
/
S
/ HAROLD G. HAMM
|
Name:
|
|
Harold G. Hamm
|
Title:
|
|
Chairman of the Board and Chief Executive Officer
|
Date:
|
|
February 21, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ HAROLD G. HAMM
|
|
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
|
|
February 21, 2018
|
Harold G. Hamm
|
|
|
|
|
|
|
|
||
/s/ JOHN D. HART
|
|
Senior Vice President, Chief Financial
Officer and Treasurer
(principal financial and accounting officer)
|
|
February 21, 2018
|
John D. Hart
|
|
|
|
|
|
|
|
||
/s/ WILLIAM B. BERRY
|
|
Director
|
|
February 21, 2018
|
William B. Berry
|
|
|
|
|
|
|
|
||
/s/ JAMES L. GALLOGLY
|
|
Director
|
|
February 21, 2018
|
James L. Gallogly
|
|
|
|
|
|
|
|
||
/s/ LON MCCAIN
|
|
Director
|
|
February 21, 2018
|
Lon McCain
|
|
|
|
|
|
|
|
||
/s/ JOHN T. MCNABB II
|
|
Director
|
|
February 21, 2018
|
John T. McNabb II
|
|
|
|
|
|
|
|
||
/s/ MARK E. MONROE
|
|
Director
|
|
February 21, 2018
|
Mark E. Monroe
|
|
|
|
|
ARTICLE I
|
|||
OFFICES
|
|||
|
|
|
|
Section 1.
|
Registered Office
|
1
|
|
Section 2.
|
Other Offices
|
1
|
|
|
|||
ARTICLE II
|
|||
MEETINGS OF SHAREHOLDERS
|
|||
|
|
|
|
Section 1.
|
Voting Rights
|
1
|
|
Section 2.
|
Meetings of Shareholders
|
1
|
|
Section 3.
|
Annual Meetings
|
1
|
|
Section 4.
|
Notice of Annual Meeting
|
1
|
|
Section 5.
|
Special Meetings
|
1
|
|
Section 6.
|
Notice of Special Meetings
|
2
|
|
Section 7.
|
Shareholder List
|
2
|
|
Section 8.
|
Shareholder Review of Records
|
2
|
|
Section 9.
|
Nomination of Directors
|
2
|
|
Section 10.
|
Business to be Brought Before a Meeting of Shareholders
|
3
|
|
Section 11.
|
Adjournment of Meetings
|
4
|
|
Section 12.
|
Quorum
|
4
|
|
Section 13.
|
Proxies
|
5
|
|
Section 14.
|
Voting; Elections; Inspectors
|
5
|
|
Section 15.
|
Conduct of Meetings
|
6
|
|
Section 16.
|
Treasury Stock
|
6
|
|
|
|||
ARTICLE III
|
|||
DIRECTORS
|
|||
|
|
|
|
Section 1.
|
Power; Number; Term of Office
|
7
|
|
Section 2.
|
Place of Meetings; Order of Business
|
7
|
|
Section 3.
|
First Meeting
|
7
|
|
Section 4.
|
Regular Meetings
|
8
|
|
Section 5.
|
Special Meetings
|
8
|
|
Section 6.
|
Quorum; Voting
|
8
|
|
Section 7.
|
Telephonic and Other Participation
|
8
|
|
Section 8.
|
Action Without a Meeting
|
8
|
|
Section 9.
|
Expenses
|
8
|
|
Section 10.
|
Interested Directors or Officers
|
9
|
|
Section 11.
|
Removal of Officers
|
9
|
|
|
|
|
|
ARTICLE IV
|
|||
COMMITTEES
|
|||
Section 1.
|
Designation; Powers
|
9
|
|
Section 2.
|
Procedure; Meetings; Quorum
|
9
|
|
Section 3.
|
Substitution and Removal of Members; Vacancies
|
10
|
|
|
|||
ARTICLE V
|
|||
OFFICERS
|
|||
|
|
|
|
Section 1.
|
General
|
10
|
|
Section 2.
|
Term of Office
|
10
|
|
Section 3.
|
Chairman and Vice Chairman
|
10
|
|
Section 4.
|
Chief Executive Officer
|
10
|
|
Section 5.
|
Chief Operating Officer
|
11
|
|
Section 6.
|
President
|
11
|
|
Section 7.
|
Vice President
|
11
|
|
Section 8.
|
Secretary
|
11
|
|
Section 9.
|
Chief Financial Officer
|
12
|
|
Section 10.
|
Treasurer
|
12
|
|
Section 11.
|
Assistant Secretary
|
12
|
|
Section 12.
|
Assistant Treasurer
|
12
|
|
Section 13.
|
Other Officers
|
13
|
|
Section 14.
|
Action with Respect to Securities of Other Corporations
|
13
|
|
Section 15.
|
Delegation
|
13
|
|
|
|||
ARTICLE VI
|
|||
STOCK
|
|||
|
|
|
|
Section 1.
|
Certificates of Stock
|
13
|
|
Section 2.
|
Transfer of Shares
|
14
|
|
Section 3.
|
Ownership of Shares
|
14
|
|
Section 4.
|
Regulations Regarding Certificates
|
14
|
|
Section 5.
|
Lost or Destroyed Certificates
|
14
|
|
|
|||
ARTICLE VII
|
|||
NOTICES
|
|||
|
|
|
|
Section 1.
|
Type and Method of Notice
|
15
|
|
Section 2.
|
Waiver of Notice
|
15
|
|
|
|||
ARTICLE VIII
|
|||
GENERAL PROVISIONS
|
|||
|
|
|
|
Section 1.
|
Funds for Dividends
|
15
|
|
Section 2.
|
Financial Instruments
|
15
|
|
|
|
|
|
Section 3.
|
Fiscal Year
|
15
|
|
Section 4.
|
Corporate Seal
|
15
|
|
Section 5.
|
Facsimile Signatures
|
15
|
|
Section 6.
|
Reliance Upon Books, Reports and Records
|
16
|
|
Section 7.
|
Application of Bylaws
|
16
|
|
|
|||
ARTICLE IX
|
|||
INDEMNIFICATION OF OFFICERS, DIRECTORS
|
|||
EMPLOYEES AND AGENTS
|
|||
|
|
|
|
Section 1.
|
Indemnity Other Than for Actions by the Corporation
|
16
|
|
Section 2.
|
Indemnity for Actions by the Corporation
|
16
|
|
Section 3.
|
Good Faith Defined
|
17
|
|
Section 4.
|
Success on the Merits
|
17
|
|
Section 5.
|
Procedure
|
17
|
|
Section 6.
|
Indemnification by a Court
|
17
|
|
Section 7.
|
Expenses
|
18
|
|
Section 8.
|
Non-Exclusive
|
18
|
|
Section 9.
|
Insurance
|
18
|
|
Section 10.
|
Certain Definitions
|
18
|
|
Section 11.
|
Limitation on Indemnification
|
19
|
|
Section 12.
|
Permissive Indemnification of Employees and Agents
|
19
|
|
Section 13.
|
Severability
|
19
|
|
Section 14.
|
Contractual Rights
|
19
|
|
|
|||
ARTICLE X
|
|||
AMENDMENTS
|
|||
|
|
|
|
Section 1.
|
General
|
19
|
|
|
|||
ARTICLE XI
|
|||
FORUM SELECTION
|
|||
|
|
|
|
Section 1.
|
Forum for Adjudication of Disputes
|
20
|
|
|
|
|
|
|
Continental Resources, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ John Hart
|
|
|
|
|
|
|
|
Name: John Hart
|
|
|
|
Title: Chief Financial Officer and Senior Vice President
|
|
|
|
|
|
Revocable Inter Vivos Trust of Harold G. Hamm
|
||
|
|
|
|
|
By:
|
|
/s/ Harold G. Hamm
|
|
|
|
|
|
|
|
Name: Harold G. Hamm
|
|
|
|
Title: Trustee
|
|
|
|
|
|
|
|
/s/Jeffrey B. Hume
|
|
|
|
Jeffrey B. Hume
|
(a)
|
Your full legal name:
|
|
|
|
|
|
(b)
|
Your business address (including street address) (or residence if no business address), telephone number and facsimile number:
|
|
|
|
NAME OF BENEFICIAL OWNER
|
|
|
|
|
|
(Please Print)
|
|
|
|
Signature:
|
|
|
|
Date:
|
|
|
|
|
|
Continental Resources, Inc.
P.O. Box 268836
Oklahoma City, Oklahoma 73126
Attn: General Counsel
|
|
|
|
|
|
Phone: (405) 234-9000
With a copy by email to:
eric.eissenstat@clr.com
|
1.
|
I have reviewed this report on Form 10-K for the period ended
December 31, 2017
of Continental Resources, Inc. (“Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Harold G. Hamm
|
Harold G. Hamm
|
Chairman of the Board and
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the period ended
December 31, 2017
of Continental Resources, Inc. (“Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ John D. Hart
|
John D. Hart
|
Sr. Vice President, Chief Financial Officer
and Treasurer
|
/s/ Harold G. Hamm
|
|
/s/ John D. Hart
|
Harold G. Hamm
Chairman of the Board and
Chief Executive Officer
|
|
John D. Hart
Sr. Vice President, Chief Financial Officer
and Treasurer
|
February 21, 2018
|
|
February 21, 2018
|
As of December 31, 2017
|
|
|
Proved
|
||||||||||||||
|
|
Developed
|
|
|
|
Total
|
||||||||||
|
|
Producing
|
|
Non-Producing
|
|
Undeveloped
|
|
Proved
|
||||||||
Net Remaining Reserves
|
|
|
|
|
|
|
|
|
||||||||
Oil/Condensate – MBarrels
|
|
295,154
|
|
|
347
|
|
|
311,659
|
|
|
607,160
|
|
||||
Gas - MMCF
|
|
1,620,926
|
|
|
678
|
|
|
2,426,079
|
|
|
4,047,683
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income Data ($M)
|
|
|
|
|
|
|
|
|
||||||||
Future Gross Revenue
|
|
$
|
17,013,404
|
|
|
$
|
16,233
|
|
|
$
|
20,573,528
|
|
|
$
|
37,603,165
|
|
Deductions
|
|
4,614,335
|
|
|
7,813
|
|
|
9,094,789
|
|
|
13,716,937
|
|
||||
Future Net Income (FNI)
|
|
$
|
12,399,069
|
|
|
$
|
8,420
|
|
|
$
|
11,478,739
|
|
|
$
|
23,886,228
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discounted FNI @ 10%
|
|
$
|
7,046,380
|
|
|
$
|
5,221
|
|
|
$
|
4,296,276
|
|
|
$
|
11,347,877
|
|
|
|
Discounted Future Net Income ($M)
|
||
|
|
As of December 31, 2017
|
||
Discount Rate
|
|
Total
|
|
|
Percent
|
|
Proved
|
|
|
5
|
|
$15,464,061
|
|
|
15
|
|
$8,936,336
|
|
|
20
|
|
$7,361,856
|
|
|
25
|
|
$6,259,367
|
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|