Delaware
|
|
76-0146568
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Class
|
|
Number of Shares Outstanding
|
Common Stock, par value $0.10 per share
|
|
508,012,188
|
|
|
|
|
Page
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues and Other
|
|
|
|
|
|
|
|
|
||||||||
Natural-gas sales
|
|
$
|
487
|
|
|
$
|
991
|
|
|
$
|
1,128
|
|
|
$
|
2,208
|
|
Oil and condensate sales
|
|
1,616
|
|
|
2,705
|
|
|
3,035
|
|
|
5,129
|
|
||||
Natural-gas liquids sales
|
|
229
|
|
|
411
|
|
|
461
|
|
|
797
|
|
||||
Gathering, processing, and marketing sales
|
|
305
|
|
|
278
|
|
|
598
|
|
|
589
|
|
||||
Gains (losses) on divestitures and other, net
|
|
(1
|
)
|
|
54
|
|
|
(265
|
)
|
|
1,560
|
|
||||
Total
|
|
2,636
|
|
|
4,439
|
|
|
4,957
|
|
|
10,283
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas operating
|
|
226
|
|
|
273
|
|
|
522
|
|
|
586
|
|
||||
Oil and gas transportation and other
|
|
289
|
|
|
281
|
|
|
650
|
|
|
547
|
|
||||
Exploration
|
|
103
|
|
|
502
|
|
|
1,186
|
|
|
801
|
|
||||
Gathering, processing, and marketing
|
|
255
|
|
|
250
|
|
|
509
|
|
|
502
|
|
||||
General and administrative
|
|
278
|
|
|
305
|
|
|
588
|
|
|
603
|
|
||||
Depreciation, depletion, and amortization
|
|
1,214
|
|
|
1,048
|
|
|
2,470
|
|
|
2,172
|
|
||||
Other taxes
|
|
151
|
|
|
361
|
|
|
333
|
|
|
675
|
|
||||
Impairments
|
|
30
|
|
|
117
|
|
|
2,813
|
|
|
120
|
|
||||
Deepwater Horizon settlement and related costs
|
|
—
|
|
|
93
|
|
|
4
|
|
|
93
|
|
||||
Total
|
|
2,546
|
|
|
3,230
|
|
|
9,075
|
|
|
6,099
|
|
||||
Operating Income (Loss)
|
|
90
|
|
|
1,209
|
|
|
(4,118
|
)
|
|
4,184
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
201
|
|
|
186
|
|
|
417
|
|
|
369
|
|
||||
(Gains) losses on derivatives, net
|
|
(311
|
)
|
|
323
|
|
|
(159
|
)
|
|
776
|
|
||||
Other (income) expense, net
|
|
15
|
|
|
(13
|
)
|
|
62
|
|
|
(12
|
)
|
||||
Tronox-related contingent loss
|
|
—
|
|
|
19
|
|
|
5
|
|
|
4,319
|
|
||||
Total
|
|
(95
|
)
|
|
515
|
|
|
325
|
|
|
5,452
|
|
||||
Income (Loss) Before Income Taxes
|
|
185
|
|
|
694
|
|
|
(4,443
|
)
|
|
(1,268
|
)
|
||||
Income tax expense (benefit)
|
|
77
|
|
|
428
|
|
|
(1,315
|
)
|
|
1,092
|
|
||||
Net Income (Loss)
|
|
108
|
|
|
266
|
|
|
(3,128
|
)
|
|
(2,360
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
47
|
|
|
39
|
|
|
79
|
|
|
82
|
|
||||
Net Income (Loss) Attributable to Common Stockholders
|
|
$
|
61
|
|
|
$
|
227
|
|
|
$
|
(3,207
|
)
|
|
$
|
(2,442
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
(6.32
|
)
|
|
$
|
(4.84
|
)
|
Net income (loss) attributable to common stockholders—diluted
|
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
(6.32
|
)
|
|
$
|
(4.84
|
)
|
Average Number of Common Shares Outstanding—Basic
|
|
508
|
|
|
505
|
|
|
507
|
|
|
505
|
|
||||
Average Number of Common Shares Outstanding—Diluted
|
|
509
|
|
|
507
|
|
|
507
|
|
|
505
|
|
||||
Dividends (per common share)
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Income (Loss)
|
|
$
|
108
|
|
|
$
|
266
|
|
|
$
|
(3,128
|
)
|
|
$
|
(2,360
|
)
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
||||||||
Adjustments for derivative instruments
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
3
|
|
|
3
|
|
|
5
|
|
|
5
|
|
||||
Income taxes on reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Total adjustments for derivative instruments, net of taxes
|
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Adjustments for pension and other postretirement plans
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net actuarial (gain) loss to general and administrative expense
|
|
13
|
|
|
7
|
|
|
26
|
|
|
14
|
|
||||
Income taxes on amortization of net actuarial (gain) loss to general and administrative expense
|
|
(5
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(5
|
)
|
||||
Amortization of net prior service (credit) cost to general and administrative expense
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total adjustments for pension and other postretirement plans, net of taxes
|
|
9
|
|
|
4
|
|
|
18
|
|
|
9
|
|
||||
Total
|
|
11
|
|
|
6
|
|
|
21
|
|
|
12
|
|
||||
Comprehensive Income (Loss)
|
|
119
|
|
|
272
|
|
|
(3,107
|
)
|
|
(2,348
|
)
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
47
|
|
|
39
|
|
|
79
|
|
|
82
|
|
||||
Comprehensive Income (Loss) Attributable to Common Stockholders
|
|
$
|
72
|
|
|
$
|
233
|
|
|
$
|
(3,186
|
)
|
|
$
|
(2,430
|
)
|
millions
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,173
|
|
|
$
|
7,369
|
|
Accounts receivable (net of allowance of $6 million and $7 million)
|
|
|
|
|
||||
Customers
|
|
1,028
|
|
|
1,118
|
|
||
Others
|
|
1,574
|
|
|
1,409
|
|
||
Other current assets
|
|
635
|
|
|
1,325
|
|
||
Total
|
|
5,410
|
|
|
11,221
|
|
||
Properties and Equipment
|
|
|
|
|
||||
Cost
|
|
75,608
|
|
|
75,107
|
|
||
Less accumulated depreciation, depletion, and amortization
|
|
37,788
|
|
|
33,518
|
|
||
Net properties and equipment
|
|
37,820
|
|
|
41,589
|
|
||
Other Assets
|
|
2,474
|
|
|
2,310
|
|
||
Goodwill and Other Intangible Assets
|
|
6,420
|
|
|
6,569
|
|
||
Total Assets
|
|
$
|
52,124
|
|
|
$
|
61,689
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,034
|
|
|
$
|
3,683
|
|
Current asset retirement obligations
|
|
267
|
|
|
257
|
|
||
Accrued expenses
|
|
1,244
|
|
|
994
|
|
||
Short-term debt
|
|
33
|
|
|
—
|
|
||
Deepwater Horizon settlement and related costs
|
|
91
|
|
|
90
|
|
||
Tronox-related contingent liability
|
|
—
|
|
|
5,210
|
|
||
Total
|
|
4,669
|
|
|
10,234
|
|
||
Long-term Debt
|
|
16,025
|
|
|
15,092
|
|
||
Other Long-term Liabilities
|
|
|
|
|
||||
Deferred income taxes
|
|
7,594
|
|
|
9,249
|
|
||
Asset retirement obligations
|
|
1,714
|
|
|
1,796
|
|
||
Other
|
|
2,763
|
|
|
3,000
|
|
||
Total
|
|
12,071
|
|
|
14,045
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Common stock, par value $0.10 per share (1.0 billion shares authorized, 527.7 million and 525.9 million shares issued)
|
|
52
|
|
|
52
|
|
||
Paid-in capital
|
|
9,169
|
|
|
9,005
|
|
||
Retained earnings
|
|
8,641
|
|
|
12,125
|
|
||
Treasury stock (19.7 million and 19.3 million shares)
|
|
(977
|
)
|
|
(940
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(496
|
)
|
|
(517
|
)
|
||
Total Stockholders’ Equity
|
|
16,389
|
|
|
19,725
|
|
||
Noncontrolling interests
|
|
2,970
|
|
|
2,593
|
|
||
Total Equity
|
|
19,359
|
|
|
22,318
|
|
||
Total Liabilities and Equity
|
|
$
|
52,124
|
|
|
$
|
61,689
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
||||||||||||||
millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
|
$
|
52
|
|
|
$
|
9,005
|
|
|
$
|
12,125
|
|
|
$
|
(940
|
)
|
|
$
|
(517
|
)
|
|
$
|
2,593
|
|
|
$
|
22,318
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
(3,207
|
)
|
|
—
|
|
|
—
|
|
|
79
|
|
|
(3,128
|
)
|
|||||||
Common stock issued
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||||
Dividends—common stock
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||||
Subsidiary equity transactions
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
144
|
|
|||||||
Issuance of tangible equity units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|
348
|
|
|||||||
Distributions to noncontrolling interest owners
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
(135
|
)
|
|||||||
Reclassification of previously deferred derivative losses to (gains) losses on derivatives, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Adjustments for pension and other postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||||
Balance at June 30, 2015
|
|
$
|
52
|
|
|
$
|
9,169
|
|
|
$
|
8,641
|
|
|
$
|
(977
|
)
|
|
$
|
(496
|
)
|
|
$
|
2,970
|
|
|
$
|
19,359
|
|
|
|
Six Months Ended
June 30, |
||||||
millions
|
|
2015
|
|
2014
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(3,128
|
)
|
|
$
|
(2,360
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
2,470
|
|
|
2,172
|
|
||
Deferred income taxes
|
|
(1,187
|
)
|
|
188
|
|
||
Dry hole expense and impairments of unproved properties
|
|
1,040
|
|
|
609
|
|
||
Impairments
|
|
2,813
|
|
|
120
|
|
||
(Gains) losses on divestitures, net
|
|
425
|
|
|
(1,468
|
)
|
||
Total (gains) losses on derivatives, net
|
|
(158
|
)
|
|
786
|
|
||
Operating portion of net cash received (paid) in settlement of derivative instruments
|
|
172
|
|
|
(186
|
)
|
||
Other
|
|
74
|
|
|
108
|
|
||
Changes in assets and liabilities
|
|
|
|
|
||||
Deepwater Horizon settlement and related costs
|
|
1
|
|
|
92
|
|
||
Tronox-related contingent liability
|
|
(5,210
|
)
|
|
4,319
|
|
||
(Increase) decrease in accounts receivable
|
|
(105
|
)
|
|
(183
|
)
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
(199
|
)
|
|
21
|
|
||
Other items—net
|
|
(269
|
)
|
|
(27
|
)
|
||
Net cash provided by (used in) operating activities
|
|
(3,261
|
)
|
|
4,191
|
|
||
Cash Flows from Investing Activities
|
|
|
|
|
||||
Additions to properties and equipment and dry hole costs
|
|
(3,501
|
)
|
|
(5,100
|
)
|
||
Acquisition of businesses
|
|
(3
|
)
|
|
(4
|
)
|
||
Divestitures of properties and equipment and other assets
|
|
700
|
|
|
3,286
|
|
||
Other—net
|
|
19
|
|
|
(282
|
)
|
||
Net cash provided by (used in) investing activities
|
|
(2,785
|
)
|
|
(2,100
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
|
||||
Borrowings, net of issuance costs
|
|
4,787
|
|
|
1,077
|
|
||
Repayments of debt
|
|
(3,857
|
)
|
|
(1,255
|
)
|
||
Financing portion of net cash received (paid) for derivative instruments
|
|
(77
|
)
|
|
(222
|
)
|
||
Increase (decrease) in outstanding checks
|
|
(109
|
)
|
|
178
|
|
||
Dividends paid
|
|
(277
|
)
|
|
(230
|
)
|
||
Repurchase of common stock
|
|
(37
|
)
|
|
(35
|
)
|
||
Issuance of common stock, including tax benefit on share-based compensation awards
|
|
19
|
|
|
73
|
|
||
Sale of subsidiary units
|
|
187
|
|
|
92
|
|
||
Issuance of tangible equity units — equity component
|
|
348
|
|
|
—
|
|
||
Distributions to noncontrolling interest owners
|
|
(135
|
)
|
|
(102
|
)
|
||
Net cash provided by (used in) financing activities
|
|
849
|
|
|
(424
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
|
1
|
|
|
—
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(5,196
|
)
|
|
1,667
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
|
7,369
|
|
|
3,698
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
2,173
|
|
|
$
|
5,365
|
|
millions
|
June 30,
2015 |
|
December 31,
2014 |
||||
Oil
|
$
|
111
|
|
|
$
|
133
|
|
Natural gas
|
30
|
|
|
27
|
|
||
NGLs
|
62
|
|
|
83
|
|
||
Total inventories
|
$
|
203
|
|
|
$
|
243
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
millions
|
Impairment
|
|
Fair Value
(1)
|
|
Impairment
|
|
Fair Value
(1)
|
||||||||
June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Oil and gas exploration and production
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
|
|
|
|
|
|
|
||||||||
U.S. onshore properties
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
2,303
|
|
|
$
|
1,303
|
|
Gulf of Mexico properties
|
17
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Cost-method investment
(2)
|
1
|
|
|
32
|
|
|
1
|
|
|
32
|
|
||||
Midstream
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
8
|
|
|
199
|
|
|
484
|
|
|
202
|
|
||||
Total
|
$
|
30
|
|
|
$
|
243
|
|
|
$
|
2,813
|
|
|
$
|
1,537
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Oil and gas exploration and production
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
|
|
|
|
|
|
|
||||||||
Gulf of Mexico properties
|
$
|
115
|
|
|
$
|
327
|
|
|
$
|
115
|
|
|
$
|
327
|
|
Cost-method investment
(2)
|
1
|
|
|
32
|
|
|
2
|
|
|
32
|
|
||||
Midstream
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held for use
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total
|
$
|
117
|
|
|
$
|
359
|
|
|
$
|
120
|
|
|
$
|
359
|
|
(1)
|
Measured as of the impairment date using the income approach and Level 3 inputs.
|
(2)
|
Represents the after-tax net investment.
|
|
2015
Settlement
|
|
2016
Settlement
|
||||
Natural Gas
|
|
|
|
||||
Three-Way Collars (thousand MMBtu/d)
|
635
|
|
|
—
|
|
||
Average price per MMBtu
|
|
|
|
||||
Ceiling sold price (call)
|
$
|
4.76
|
|
|
$
|
—
|
|
Floor purchased price (put)
|
$
|
3.75
|
|
|
$
|
—
|
|
Floor sold price (put)
|
$
|
2.75
|
|
|
$
|
—
|
|
Fixed-Price Contracts (thousand MMBtu/d)
|
7
|
|
|
28
|
|
||
Average price per MMBtu
|
$
|
2.56
|
|
|
$
|
3.22
|
|
Extendable Fixed-Price Contracts (thousand MMBtu/d)
(1)
|
170
|
|
|
—
|
|
||
Average price per MMBtu
|
$
|
4.17
|
|
|
$
|
—
|
|
Oil
|
|
|
|
||||
Three-Way Collars (MBbls/d)
|
—
|
|
|
28
|
|
||
Average price per barrel
|
|
|
|
||||
Ceiling sold price (call)
|
$
|
—
|
|
|
$
|
69.29
|
|
Floor purchased price (put)
|
$
|
—
|
|
|
$
|
61.43
|
|
Floor sold price (put)
|
$
|
—
|
|
|
$
|
46.43
|
|
(1)
|
The extendable fixed-price contracts have a contract term of January 2015 to December 2015 with an option for the counterparty to extend the contract term to December 2016 at the same price.
|
millions except percentages
|
|
Reference Period
|
|
Weighted-Average
|
|||||
Notional Principal Amount
|
|
Start
|
|
End
|
|
Interest Rate
|
|||
$
|
50
|
|
|
|
September 2016
|
|
September 2026
|
|
5.91%
|
$
|
1,850
|
|
|
|
September 2016
|
|
September 2046
|
|
6.06%
|
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
||||||||||||
millions
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
||||||||
Balance Sheet Classification
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
238
|
|
|
$
|
421
|
|
|
$
|
(73
|
)
|
|
$
|
(118
|
)
|
Other assets
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Accrued expenses
|
|
60
|
|
|
71
|
|
|
(89
|
)
|
|
(114
|
)
|
||||
Other liabilities
|
|
34
|
|
|
—
|
|
|
(40
|
)
|
|
(6
|
)
|
||||
|
|
337
|
|
|
493
|
|
|
(202
|
)
|
|
(238
|
)
|
||||
Interest-rate derivatives
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities
|
|
—
|
|
|
—
|
|
|
(1,110
|
)
|
|
(1,217
|
)
|
||||
Total derivatives
|
|
$
|
337
|
|
|
$
|
493
|
|
|
$
|
(1,312
|
)
|
|
$
|
(1,455
|
)
|
millions
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Classification of (Gain) Loss Recognized
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
||||||||
Gathering, processing, and marketing sales
(1)
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
10
|
|
(Gains) losses on derivatives, net
|
|
1
|
|
|
164
|
|
|
(52
|
)
|
|
379
|
|
||||
Interest-rate derivatives
|
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on derivatives, net
|
|
(312
|
)
|
|
159
|
|
|
(107
|
)
|
|
397
|
|
||||
Total (gains) losses on derivatives, net
|
|
$
|
(310
|
)
|
|
$
|
325
|
|
|
$
|
(158
|
)
|
|
$
|
786
|
|
(1)
|
Represents the effect of Marketing and Trading Derivative Activities.
|
millions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
June 30, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Collateral
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
—
|
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
(163
|
)
|
|
$
|
(3
|
)
|
|
$
|
148
|
|
Other counterparties
|
—
|
|
|
23
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
19
|
|
||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
(167
|
)
|
|
$
|
(3
|
)
|
|
$
|
167
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
—
|
|
|
$
|
(192
|
)
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
Other counterparties
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(6
|
)
|
||||||
Interest-rate derivatives
|
—
|
|
|
(1,110
|
)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
(1,010
|
)
|
||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
(1,312
|
)
|
|
$
|
—
|
|
|
$
|
167
|
|
|
$
|
100
|
|
|
$
|
(1,045
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
—
|
|
|
$
|
471
|
|
|
$
|
—
|
|
|
$
|
(187
|
)
|
|
$
|
(13
|
)
|
|
$
|
271
|
|
Other counterparties
|
—
|
|
|
22
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
20
|
|
||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
493
|
|
|
$
|
—
|
|
|
$
|
(189
|
)
|
|
$
|
(13
|
)
|
|
$
|
291
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial institutions
|
$
|
—
|
|
|
$
|
(234
|
)
|
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
Other counterparties
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
||||||
Interest-rate derivatives
|
—
|
|
|
(1,217
|
)
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(1,194
|
)
|
||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
(1,455
|
)
|
|
$
|
—
|
|
|
$
|
189
|
|
|
$
|
23
|
|
|
$
|
(1,243
|
)
|
(1)
|
Represents the impact of netting commodity derivative assets and liabilities with counterparties where the Company has the contractual right and intends to net settle.
|
millions, except price per TEU
|
Equity Component
|
|
Debt Component
|
|
Total
|
||||||
Price per TEU
|
$
|
39.05
|
|
|
$
|
10.95
|
|
|
$
|
50.00
|
|
Gross proceeds
|
359
|
|
|
101
|
|
|
460
|
|
|||
Less issuance costs
|
11
|
|
|
3
|
|
|
14
|
|
|||
Net proceeds
|
$
|
348
|
|
|
$
|
98
|
|
|
$
|
446
|
|
|
|
Settlement Rate per Purchase Contract
|
||
Applicable Market Value of WGP Common Units
(1)
|
|
WGP Common Units
|
|
APC Shares (if elected)
(1)
|
Exceeds $69.8422 (Threshold Appreciation Price)
|
|
0.7159 units (Minimum Settlement Rate)
|
|
a number of shares equal to (a) the Minimum Settlement Rate, multiplied by the applicable market value of WGP common units, divided by (b) 98% of the applicable market value of APC shares
|
Less than or equal to the Threshold Appreciation Price, but greater than or equal to $58.20 (Reference Price)
|
|
a number of units equal to $50.00, divided by the applicable market value of WGP common units
|
|
a number of shares equal to $50.00, divided by 98% of the applicable market value of APC shares
|
Less than the Reference Price
|
|
0.8591 units (Maximum Settlement Rate)
|
|
a number of shares equal to (a) the Maximum Settlement Rate, multiplied by the applicable market value of WGP common units, divided by (b) 98% of the applicable market value of APC shares
|
(1)
|
The applicable market value is the average of the daily volume-weighted average prices of WGP common units (or APC shares) for the 20 consecutive trading days beginning on, and including, the 23
rd
scheduled trading day immediately preceding June 7, 2018.
|
millions
|
June 30,
2015 |
|
December 31,
2014 |
||||
Total debt at face value
|
$
|
17,640
|
|
|
$
|
16,687
|
|
Net unamortized discounts and premiums
(1)
|
(1,603
|
)
|
|
(1,616
|
)
|
||
Total borrowings
|
16,037
|
|
|
15,071
|
|
||
Capital lease obligation
|
21
|
|
|
21
|
|
||
Less short-term debt
|
33
|
|
|
—
|
|
||
Total long-term debt
(2)
|
$
|
16,025
|
|
|
$
|
15,092
|
|
(1)
|
Unamortized discounts and premiums are amortized over the term of the related debt.
|
(2)
|
Includes WES debt of
$2.7 billion
at June 30, 2015, and
$2.4 billion
at December 31, 2014.
|
|
Carrying
|
|
|
||
millions
|
Value
|
|
Description
|
||
Balance at December 31, 2014
|
$
|
15,071
|
|
|
|
Issuances
|
494
|
|
|
WES 3.950% Senior Notes due 2025
|
|
|
101
|
|
|
Tangible Equity Units - senior amortizing notes
|
|
Borrowings
|
1,500
|
|
|
$5.0 billion revolving credit facility
|
|
|
1,800
|
|
|
364-Day Facility
|
|
|
280
|
|
|
WES revolving credit facility
|
|
|
592
|
|
|
Commercial paper notes, net
(1)
|
|
Repayments
|
(1,500
|
)
|
|
$5.0 billion revolving credit facility
|
|
|
(1,800
|
)
|
|
364-Day Facility
|
|
|
(520
|
)
|
|
WES revolving credit facility
|
|
Other, net
|
19
|
|
|
Amortization of debt discounts and premiums
|
|
Balance at June 30, 2015
|
$
|
16,037
|
|
|
|
(1)
|
Includes repayments of
$37 million
related to commercial paper notes with maturities greater than 90 days.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Debt and other
|
$
|
244
|
|
|
$
|
233
|
|
|
$
|
498
|
|
|
$
|
473
|
|
Capitalized interest
|
(43
|
)
|
|
(47
|
)
|
|
(81
|
)
|
|
(104
|
)
|
||||
Total interest expense
|
$
|
201
|
|
|
$
|
186
|
|
|
$
|
417
|
|
|
$
|
369
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
61
|
|
|
$
|
227
|
|
|
$
|
(3,207
|
)
|
|
$
|
(2,442
|
)
|
Less distributions on participating securities
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Basic
|
$
|
60
|
|
|
$
|
226
|
|
|
$
|
(3,209
|
)
|
|
$
|
(2,443
|
)
|
Diluted
|
$
|
60
|
|
|
$
|
226
|
|
|
$
|
(3,209
|
)
|
|
$
|
(2,443
|
)
|
Shares
|
|
|
|
|
|
|
|
||||||||
Average number of common shares outstanding—basic
|
508
|
|
|
505
|
|
|
507
|
|
|
505
|
|
||||
Dilutive effect of stock options
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Average number of common shares outstanding—diluted
|
509
|
|
|
507
|
|
|
507
|
|
|
505
|
|
||||
Excluded due to anti-dilutive effect
|
6
|
|
|
4
|
|
|
11
|
|
|
11
|
|
||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
(6.32
|
)
|
|
$
|
(4.84
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
(6.32
|
)
|
|
$
|
(4.84
|
)
|
millions
|
Interest-rate
Derivatives
Previously
Subject to Hedge
Accounting
|
|
Pension and Other Postretirement
Plans
|
|
Total
|
||||||
Balance at December 31, 2014
|
$
|
(48
|
)
|
|
$
|
(469
|
)
|
|
$
|
(517
|
)
|
Reclassifications to Consolidated Statement of Income
|
3
|
|
|
18
|
|
|
21
|
|
|||
Balance at June 30, 2015
|
$
|
(45
|
)
|
|
$
|
(451
|
)
|
|
$
|
(496
|
)
|
•
|
the Company’s lack of direct operational involvement in the event as a non-operator,
|
•
|
the Louisiana District Court’s rulings excluding any evidence of Anadarko’s alleged culpability or fault, and
|
•
|
the Phase I Findings and Conclusions that did not allocate any fault to Anadarko.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except percentages
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax expense (benefit)
|
$
|
77
|
|
|
$
|
428
|
|
|
$
|
(1,315
|
)
|
|
$
|
1,092
|
|
Income (loss) before income taxes
|
185
|
|
|
694
|
|
|
(4,443
|
)
|
|
(1,268
|
)
|
||||
Effective tax rate
|
42
|
%
|
|
62
|
%
|
|
30
|
%
|
|
(86
|
)%
|
|
Six Months Ended
June 30, |
||||||
millions
|
2015
|
|
2014
|
||||
Cash paid (received)
|
|
|
|
||||
Interest, net of amounts capitalized
(1)
|
$
|
1,621
|
|
|
$
|
342
|
|
Income taxes, net of refunds
|
6
|
|
|
655
|
|
||
Non-cash investing activities
|
|
|
|
||||
Fair value of properties and equipment from non-cash transactions
|
$
|
126
|
|
|
$
|
5
|
|
Asset retirement cost additions
|
90
|
|
|
122
|
|
||
Accruals of property, plant, and equipment
|
901
|
|
|
1,344
|
|
||
Net liabilities assumed (divested) in acquisitions and divestitures
|
(29
|
)
|
|
(32
|
)
|
||
Non-cash investing and financing activities
|
|
|
|
||||
Floating production, storage, and offloading vessel construction period obligation
|
$
|
43
|
|
|
$
|
53
|
|
(1)
|
Includes
$1.2 billion
of interest related to the Tronox settlement payment in 2015.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income (loss) before income taxes
|
$
|
185
|
|
|
$
|
694
|
|
|
$
|
(4,443
|
)
|
|
$
|
(1,268
|
)
|
Exploration expense
|
103
|
|
|
502
|
|
|
1,186
|
|
|
801
|
|
||||
DD&A
|
1,214
|
|
|
1,048
|
|
|
2,470
|
|
|
2,172
|
|
||||
Impairments
|
30
|
|
|
117
|
|
|
2,813
|
|
|
120
|
|
||||
Interest expense
|
201
|
|
|
186
|
|
|
417
|
|
|
369
|
|
||||
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives
|
(229
|
)
|
|
237
|
|
|
14
|
|
|
600
|
|
||||
Deepwater Horizon settlement and related costs
|
—
|
|
|
93
|
|
|
4
|
|
|
93
|
|
||||
Tronox-related contingent loss
|
—
|
|
|
19
|
|
|
5
|
|
|
4,319
|
|
||||
Certain other nonoperating items
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Less net income attributable to noncontrolling interests
|
47
|
|
|
39
|
|
|
79
|
|
|
82
|
|
||||
Consolidated Adjusted EBITDAX
|
$
|
1,457
|
|
|
$
|
2,857
|
|
|
$
|
2,409
|
|
|
$
|
7,124
|
|
millions
|
Oil and Gas
Exploration
& Production
|
|
Midstream
|
|
Marketing
|
|
Other and
Intersegment
Eliminations
|
|
Total
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
1,356
|
|
|
$
|
191
|
|
|
$
|
1,090
|
|
|
$
|
—
|
|
|
$
|
2,637
|
|
Intersegment revenues
|
885
|
|
|
303
|
|
|
(954
|
)
|
|
(234
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
(95
|
)
|
|
3
|
|
|
—
|
|
|
91
|
|
|
(1
|
)
|
|||||
Total revenues and other
|
2,146
|
|
|
497
|
|
|
136
|
|
|
(143
|
)
|
|
2,636
|
|
|||||
Operating costs and expenses
(1)
|
832
|
|
|
234
|
|
|
192
|
|
|
(59
|
)
|
|
1,199
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
(82
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
Total expenses and other
|
832
|
|
|
281
|
|
|
192
|
|
|
(126
|
)
|
|
1,179
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDAX
|
$
|
1,314
|
|
|
$
|
216
|
|
|
$
|
(56
|
)
|
|
$
|
(17
|
)
|
|
$
|
1,457
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
2,223
|
|
|
$
|
119
|
|
|
$
|
2,043
|
|
|
$
|
—
|
|
|
$
|
4,385
|
|
Intersegment revenues
|
1,790
|
|
|
326
|
|
|
(1,906
|
)
|
|
(210
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
10
|
|
|
(1
|
)
|
|
—
|
|
|
45
|
|
|
54
|
|
|||||
Total revenues and other
|
4,023
|
|
|
444
|
|
|
137
|
|
|
(165
|
)
|
|
4,439
|
|
|||||
Operating costs and expenses
(1)
|
1,026
|
|
|
251
|
|
|
186
|
|
|
7
|
|
|
1,470
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
88
|
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Total expenses and other
|
1,026
|
|
|
290
|
|
|
186
|
|
|
82
|
|
|
1,584
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Adjusted EBITDAX
|
$
|
2,997
|
|
|
$
|
154
|
|
|
$
|
(47
|
)
|
|
$
|
(247
|
)
|
|
$
|
2,857
|
|
(1)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, and Deepwater Horizon settlement and related costs since these expenses are excluded from Adjusted EBITDAX.
|
(2)
|
Other (income) expense, net excludes certain other nonoperating items since these items are excluded from Adjusted EBITDAX.
|
millions
|
Oil and Gas
Exploration
& Production
|
|
Midstream
|
|
Marketing
|
|
Other and
Intersegment
Eliminations
|
|
Total
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
2,426
|
|
|
$
|
365
|
|
|
$
|
2,431
|
|
|
$
|
—
|
|
|
$
|
5,222
|
|
Intersegment revenues
|
2,002
|
|
|
605
|
|
|
(2,145
|
)
|
|
(462
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
(433
|
)
|
|
3
|
|
|
—
|
|
|
165
|
|
|
(265
|
)
|
|||||
Total revenues and other
|
3,995
|
|
|
973
|
|
|
286
|
|
|
(297
|
)
|
|
4,957
|
|
|||||
Operating costs and expenses
(1)
|
1,834
|
|
|
474
|
|
|
390
|
|
|
(96
|
)
|
|
2,602
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
(172
|
)
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
40
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||
Total expenses and other
|
1,834
|
|
|
553
|
|
|
390
|
|
|
(228
|
)
|
|
2,549
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Adjusted EBITDAX
|
$
|
2,161
|
|
|
$
|
420
|
|
|
$
|
(103
|
)
|
|
$
|
(69
|
)
|
|
$
|
2,409
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales revenues
|
$
|
4,612
|
|
|
$
|
239
|
|
|
$
|
3,872
|
|
|
$
|
—
|
|
|
$
|
8,723
|
|
Intersegment revenues
|
3,343
|
|
|
646
|
|
|
(3,595
|
)
|
|
(394
|
)
|
|
—
|
|
|||||
Gains (losses) on divestitures and other, net
|
1,470
|
|
|
(3
|
)
|
|
—
|
|
|
93
|
|
|
1,560
|
|
|||||
Total revenues and other
|
9,425
|
|
|
882
|
|
|
277
|
|
|
(301
|
)
|
|
10,283
|
|
|||||
Operating costs and expenses
(1)
|
2,038
|
|
|
483
|
|
|
367
|
|
|
25
|
|
|
2,913
|
|
|||||
Net cash from settlement of commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
180
|
|
|||||
Other (income) expense, net
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|||||
Total expenses and other
|
2,038
|
|
|
565
|
|
|
367
|
|
|
193
|
|
|
3,163
|
|
|||||
Total (gains) losses on derivatives, net included in marketing revenue, less net cash from settlement
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Adjusted EBITDAX
|
$
|
7,387
|
|
|
$
|
317
|
|
|
$
|
(86
|
)
|
|
$
|
(494
|
)
|
|
$
|
7,124
|
|
(1)
|
Operating costs and expenses excludes exploration expense, DD&A, impairments, and Deepwater Horizon settlement and related costs since these expenses are excluded from Adjusted EBITDAX.
|
(2)
|
Other (income) expense, net excludes certain other nonoperating items since these items are excluded from Adjusted EBITDAX.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
millions
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Three Months Ended June 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
29
|
|
|
$
|
24
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
26
|
|
|
25
|
|
|
4
|
|
|
3
|
|
||||
Expected return on plan assets
|
(28
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
13
|
|
|
8
|
|
|
—
|
|
|
(1
|
)
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
40
|
|
|
$
|
31
|
|
|
$
|
7
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
59
|
|
|
$
|
49
|
|
|
$
|
5
|
|
|
$
|
4
|
|
Interest cost
|
51
|
|
|
50
|
|
|
8
|
|
|
7
|
|
||||
Expected return on plan assets
|
(55
|
)
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
26
|
|
|
17
|
|
|
—
|
|
|
(3
|
)
|
||||
Amortization of net prior service cost (credit)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
81
|
|
|
$
|
63
|
|
|
$
|
14
|
|
|
$
|
8
|
|
•
|
the Company’s assumptions about energy markets
|
•
|
production and sales volume levels
|
•
|
reserves levels
|
•
|
operating results
|
•
|
competitive conditions
|
•
|
technology
|
•
|
availability of capital resources, levels of capital expenditures, and other contractual obligations
|
•
|
supply and demand for, the price of, and the commercialization and transporting of natural gas, oil, natural gas liquids (NGLs), and other products or services
|
•
|
volatility in the commodity-futures market
|
•
|
weather
|
•
|
inflation
|
•
|
availability of goods and services, including unexpected changes in costs
|
•
|
drilling risks
|
•
|
processing volumes and pipeline throughput
|
•
|
general economic conditions nationally, internationally, or in the jurisdictions in which the Company or its subsidiaries are, or in the future may be, doing business
|
•
|
the Company’s inability to timely obtain or maintain permits or other governmental approvals, including those necessary for drilling and/or development projects
|
•
|
legislative or regulatory changes, including changes relating to hydraulic fracturing; retroactive royalty or production tax regimes; deepwater drilling and permitting regulations; derivatives reform; changes in state, federal, and foreign income taxes; environmental regulation; environmental risks; and liability under federal, state, foreign, and local environmental laws and regulations
|
•
|
the ability of BP Exploration & Production Inc. (BP) to meet its indemnification obligations to the Company for Deepwater Horizon events, including, among other things, damage claims arising under the Oil Pollution Act of 1990, claims for natural resource damages and associated damage-assessment costs, and any claims arising under the Operating Agreement for the Macondo well, as well as the ability of BP Corporation North America Inc. and BP p.l.c. to satisfy their guarantees of such indemnification obligations
|
•
|
the impact of remaining claims related to the Deepwater Horizon events, including, but not limited to, fines, penalties, and punitive damages against the Company, for which it is not indemnified by BP
|
•
|
civil or political unrest or acts of terrorism in a region or country
|
•
|
the creditworthiness and performance of the Company’s counterparties, including financial institutions, operating partners, and other parties
|
•
|
volatility in the securities, capital, or credit markets and related risks such as general credit, liquidity, and interest-rate risk
|
•
|
the Company’s ability to successfully monetize select assets, repay its debt, and the impact of changes in the Company’s credit ratings
|
•
|
disruptions in international oil, NGLs, and condensate cargo shipping activities
|
•
|
physical, digital, internal, and external security breaches
|
•
|
supply and demand, technological, political, governmental, and commercial conditions associated with long-term development and production projects in domestic and international locations
|
•
|
other factors discussed below and elsewhere in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2014
, this Form 10-Q, and in the Company’s other public filings, press releases, and discussions with Company management
|
•
|
Anadarko’s
second
-quarter sales volumes averaged
846
thousand barrels of oil equivalent per day (MBOE/d), which was essentially flat compared to the second quarter of 2014.
|
•
|
Oil and NGLs (liquids) sales volumes increased by 43 thousand barrels per day (MBbls/d), representing a
10%
increase from the
second
quarter of
2014
. This increase included a 15 MBbls/d decrease in sales volumes related to the divestitures of certain enhanced oil recovery (EOR) assets in the Rocky Mountains Region (Rockies) and the Company’s Chinese subsidiary.
|
•
|
The Company’s overall sales product mix increased to
53%
liquids in the
second
quarter of
2015
compared to 49% in the
second
quarter of
2014
.
|
•
|
U.S. onshore
second
-quarter liquids sales volumes increased by 38 MBbls/d, representing a 15% increase from the
second
quarter of
2014
, primarily due to higher sales volumes from the Wattenberg field, the Eagleford shale, and the Delaware basin, partially offset by lower sales volumes due to the sale of certain EOR assets in April 2015.
|
•
|
U.S. onshore
second
-quarter natural-gas sales volumes decreased by 35 MBOE/d, representing an 8% decrease from the
second
quarter of
2014
, reflecting third-party infrastructure downtime and curtailments, as well as the Company’s storage of natural-gas volumes during the second quarter of 2015.
|
•
|
The sale of certain EOR assets in the Rockies, with an original sales price of $703 million, closed in April 2015 for net proceeds of $686 million after closing adjustments.
|
•
|
In early July, the Company entered into an agreement to sell certain U.S. onshore oil and gas exploration and production properties and related midstream assets in East Texas for $440 million, subject to closing adjustments, recognizing a loss of $97 million in the second quarter of 2015.
|
•
|
Gulf of Mexico
second
-quarter sales volumes averaged
83
MBOE/d, representing a
9%
increase
from the
second
quarter of
2014
, primarily due to the commencement of oil production from the Lucius development in January 2015, partially offset by natural-gas production declines at Independence Hub.
|
•
|
The Company completed operations on the Thorvald exploration well (50% working interest), encountering approximately 80 net feet of oil pay. The well tested multiple sub-salt reservoirs in a three-way closure.
|
•
|
International
second
-quarter sales volumes averaged
84
MBbls/d, representing a
12%
decrease from the
second
quarter of
2014
, primarily due to the timing of cargo liftings in Algeria and the sale of the Company’s Chinese subsidiary in August 2014, partially offset by an increase in Ghana due to the timing of cargo liftings.
|
•
|
The Kronos-1 prospect in deepwater Colombia has encountered 130 to 230 net feet of natural-gas pay in the upper objective. The well is still drilling to test a deeper objective.
|
•
|
Anadarko’s net income attributable to common stockholders for the
second
quarter of
2015
totaled
$61 million
.
|
•
|
The Company generated
$1.2 billion
of cash flow from operations and ended the quarter with
$2.2 billion
of cash on hand.
|
•
|
Western Gas Partners, LP (WES), a publicly traded consolidated subsidiary, completed a public offering of $500 million aggregate principal amount of 3.950% Senior Notes due 2025.
|
•
|
Anadarko issued 9.2 million 7.50% tangible equity units (TEUs) at a stated amount of $50.00 per unit, raising net proceeds of $446 million.
|
•
|
Anadarko completed a public secondary offering of 2.3 million common units in Western Gas Equity Partners, LP (WGP), a publicly traded consolidated subsidiary that owns partnership interests in WES, raising net proceeds of $130 million.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except per-share amounts
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Financial Results
|
|
|
|
|
|
|
|
|
||||||||
Revenues and other
|
|
$
|
2,636
|
|
|
$
|
4,439
|
|
|
$
|
4,957
|
|
|
$
|
10,283
|
|
Costs and expenses
|
|
2,546
|
|
|
3,230
|
|
|
9,075
|
|
|
6,099
|
|
||||
Other (income) expense
|
|
(95
|
)
|
|
515
|
|
|
325
|
|
|
5,452
|
|
||||
Income tax expense (benefit)
|
|
77
|
|
|
428
|
|
|
(1,315
|
)
|
|
1,092
|
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
61
|
|
|
$
|
227
|
|
|
$
|
(3,207
|
)
|
|
$
|
(2,442
|
)
|
Net income (loss) per common share attributable to common stockholders—diluted
|
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
(6.32
|
)
|
|
$
|
(4.84
|
)
|
Average number of common shares outstanding—diluted
|
|
509
|
|
|
507
|
|
|
507
|
|
|
505
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Results
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDAX
(1)
|
|
$
|
1,457
|
|
|
$
|
2,857
|
|
|
$
|
2,409
|
|
|
$
|
7,124
|
|
Sales volumes (MMBOE)
|
|
77
|
|
|
77
|
|
|
161
|
|
|
151
|
|
(1)
|
See
Operating Results—Segment Analysis—Adjusted EBITDAX
for a description of Adjusted EBITDAX, which is not a U.S. Generally Accepted Accounting Principles (GAAP) measure, and for a reconciliation of Adjusted EBITDAX to income (loss) before income taxes, which is presented in accordance with GAAP.
|
|
|
Three Months Ended June 30,
|
||||||||||||||
millions except percentages
|
|
Natural
Gas
|
|
Oil and
Condensate
|
|
NGLs
|
|
Total
|
||||||||
2014 sales revenues
|
|
$
|
991
|
|
|
$
|
2,705
|
|
|
$
|
411
|
|
|
$
|
4,107
|
|
Changes associated with sales volumes
|
|
(101
|
)
|
|
250
|
|
|
54
|
|
|
203
|
|
||||
Changes associated with prices
|
|
(403
|
)
|
|
(1,339
|
)
|
|
(236
|
)
|
|
(1,978
|
)
|
||||
2015 sales revenues
|
|
$
|
487
|
|
|
$
|
1,616
|
|
|
$
|
229
|
|
|
$
|
2,332
|
|
Increase (decrease) vs. 2014
|
|
(51
|
)%
|
|
(40
|
)%
|
|
(44
|
)%
|
|
(43
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended June 30,
|
||||||||||||||
millions except percentages
|
|
Natural
Gas
|
|
Oil and
Condensate
|
|
NGLs
|
|
Total
|
||||||||
2014 sales revenues
|
|
$
|
2,208
|
|
|
$
|
5,129
|
|
|
$
|
797
|
|
|
$
|
8,134
|
|
Changes associated with sales volumes
|
|
(94
|
)
|
|
824
|
|
|
218
|
|
|
948
|
|
||||
Changes associated with prices
|
|
(986
|
)
|
|
(2,918
|
)
|
|
(554
|
)
|
|
(4,458
|
)
|
||||
2015 sales revenues
|
|
$
|
1,128
|
|
|
$
|
3,035
|
|
|
$
|
461
|
|
|
$
|
4,624
|
|
Increase (decrease) vs. 2014
|
|
(49
|
)%
|
|
(41
|
)%
|
|
(42
|
)%
|
|
(43
|
)%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||
Sales Volumes
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||
Barrels of Oil Equivalent
(MMBOE except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
69
|
|
|
1
|
%
|
|
68
|
|
|
144
|
|
|
7
|
%
|
|
134
|
|
International
|
|
8
|
|
|
(12
|
)
|
|
9
|
|
|
17
|
|
|
1
|
|
|
17
|
|
Total barrels of oil equivalent
|
|
77
|
|
|
—
|
|
|
77
|
|
|
161
|
|
|
7
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Barrels of Oil Equivalent per Day
(MBOE/d except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
|
762
|
|
|
1
|
%
|
|
752
|
|
|
796
|
|
|
7
|
%
|
|
741
|
|
International
|
|
84
|
|
|
(12
|
)
|
|
96
|
|
|
94
|
|
|
1
|
|
|
93
|
|
Total barrels of oil equivalent per day
|
|
846
|
|
|
—
|
|
|
848
|
|
|
890
|
|
|
7
|
|
|
834
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—Bcf
|
|
215
|
|
|
(10
|
)%
|
|
238
|
|
|
461
|
|
|
(4
|
)%
|
|
481
|
|
||||
MMcf/d
|
|
2,354
|
|
|
(10
|
)
|
|
2,620
|
|
|
2,545
|
|
|
(4
|
)
|
|
2,658
|
|
||||
Price per Mcf
|
|
$
|
2.28
|
|
|
(45
|
)
|
|
$
|
4.16
|
|
|
$
|
2.45
|
|
|
(47
|
)
|
|
$
|
4.59
|
|
Natural-gas sales revenues (millions)
|
|
$
|
487
|
|
|
(51
|
)
|
|
$
|
991
|
|
|
$
|
1,128
|
|
|
(49
|
)
|
|
$
|
2,208
|
|
•
|
Sales volumes in the Southern and Appalachia Region
decreased
by
213
MMcf/d for the
three months ended June 30, 2015
, and
76
MMcf/d for the
six months ended June 30, 2015
, primarily due to third-party infrastructure downtime and curtailments, as well as the Company’s storage of natural-gas volumes during the second quarter of 2015. These decreases were partially offset by higher sales volumes as a result of continued horizontal drilling in the Eagleford shale.
|
•
|
Sales volumes in the Gulf of Mexico
decreased
by
62
MMcf/d for the
three months ended June 30, 2015
, and
58
MMcf/d for the
six months ended June 30, 2015
, primarily due to natural production declines at Independence Hub.
|
•
|
Sales volumes in the Rockies
increased
by
9
MMcf/d for the three months ended June 30, 2015, and
21
MMcf/d for the
six months ended June 30, 2015
, due to higher sales volumes in the Wattenberg field as a result of continued horizontal drilling, partially offset by natural production declines at Greater Natural Buttes and the Powder River basin.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
21
|
|
|
22
|
%
|
|
18
|
|
|
43
|
|
|
26
|
%
|
|
34
|
|
||||
MBbls/d
|
|
240
|
|
|
22
|
|
|
196
|
|
|
238
|
|
|
26
|
|
|
189
|
|
||||
Price per barrel
|
|
$
|
54.14
|
|
|
(45
|
)
|
|
$
|
98.69
|
|
|
$
|
49.23
|
|
|
(49
|
)
|
|
$
|
96.86
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
8
|
|
|
(17
|
)%
|
|
9
|
|
|
16
|
|
|
(4
|
)%
|
|
17
|
|
||||
MBbls/d
|
|
78
|
|
|
(17
|
)
|
|
95
|
|
|
88
|
|
|
(4
|
)
|
|
92
|
|
||||
Price per barrel
|
|
$
|
60.81
|
|
|
(44
|
)
|
|
$
|
109.00
|
|
|
$
|
57.12
|
|
|
(47
|
)
|
|
$
|
108.71
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
29
|
|
|
9
|
%
|
|
27
|
|
|
59
|
|
|
16
|
%
|
|
51
|
|
||||
MBbls/d
|
|
318
|
|
|
9
|
|
|
291
|
|
|
326
|
|
|
16
|
|
|
281
|
|
||||
Price per barrel
|
|
$
|
55.78
|
|
|
(45
|
)
|
|
$
|
102.04
|
|
|
$
|
51.37
|
|
|
(49
|
)
|
|
$
|
100.76
|
|
Oil and condensate sales revenues (millions)
|
|
$
|
1,616
|
|
|
(40
|
)
|
|
$
|
2,705
|
|
|
$
|
3,035
|
|
|
(41
|
)
|
|
$
|
5,129
|
|
•
|
Sales volumes in the Rockies
increased
by
13
MBbls/d for the three months ended June 30, 2015, and
27
MBbls/d for the
six months ended June 30, 2015
, primarily in the Wattenberg field due to continued horizontal drilling, partially offset by lower sales volumes due to the sale of certain EOR assets in April 2015.
|
•
|
Southern and Appalachia Region sales volumes
increased
by
15
MBbls/d for the three and
six months ended June 30, 2015
, primarily in the Eagleford shale as a result of continued horizontal drilling, and in the Delaware basin due to increased drilling and wells brought online as a result of added infrastructure.
|
•
|
Sales volumes in the Gulf of Mexico increased by
16
MBbls/d for the
three months ended June 30, 2015
, and
9
MBbls/d for the
six months ended June 30, 2015
, primarily from the Lucius development, which achieved first oil in January 2015.
|
•
|
International sales volumes decreased by
17
MBbls/d for the three months ended June 30, 2015, and
4
MBbls/d for the
six months ended June 30, 2015
, due to the timing of cargo liftings in Algeria and the sale of the Company’s Chinese subsidiary in August 2014, partially offset by an increase in Ghana due to the timing of cargo liftings.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
12
|
|
|
10
|
%
|
|
11
|
|
|
24
|
|
|
23
|
%
|
|
20
|
|
||||
MBbls/d
|
|
130
|
|
|
10
|
|
|
119
|
|
|
134
|
|
|
23
|
|
|
109
|
|
||||
Price per barrel
|
|
$
|
17.98
|
|
|
(52
|
)
|
|
$
|
37.39
|
|
|
$
|
17.63
|
|
|
(56
|
)
|
|
$
|
40.08
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
1
|
|
|
NM
|
|
|
—
|
|
||||
MBbls/d
|
|
6
|
|
|
NM
|
|
|
1
|
|
|
6
|
|
|
NM
|
|
|
1
|
|
||||
Price per barrel
|
|
$
|
31.11
|
|
|
(53
|
)
|
|
$
|
66.69
|
|
|
$
|
32.01
|
|
|
(52
|
)
|
|
$
|
66.69
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales volumes—MMBbls
|
|
12
|
|
|
13
|
%
|
|
11
|
|
|
25
|
|
|
27
|
%
|
|
20
|
|
||||
MBbls/d
|
|
136
|
|
|
13
|
|
|
120
|
|
|
140
|
|
|
27
|
|
|
110
|
|
||||
Price per barrel
|
|
$
|
18.50
|
|
|
(51
|
)
|
|
$
|
37.66
|
|
|
$
|
18.24
|
|
|
(55
|
)
|
|
$
|
40.22
|
|
Natural-gas liquids sales revenues (millions)
|
|
$
|
229
|
|
|
(44
|
)
|
|
$
|
411
|
|
|
$
|
461
|
|
|
(42
|
)
|
|
$
|
797
|
|
•
|
Sales volumes in the Rockies
increased
by
7
MBbls/d for the three months ended June 30, 2015, and
19
MBbls/d for the
six months ended June 30, 2015
, primarily in the Wattenberg field due to continued horizontal drilling and the Lancaster plant coming online in April 2014.
|
•
|
Sales volumes in the Southern and Appalachia Region
increased
by
3
MBbls/d for the
three months ended June 30, 2015
, and
5
MBbls/d for the
six months ended June 30, 2015
, as a result of continued horizontal drilling in the Eagleford shale.
|
•
|
International NGLs sales volumes increased by
5
MBbls/d for the three and
six months ended June 30, 2015
, as volumes have increased in Algeria since the commencement of sales at the Company’s El Merk facility during the second quarter of 2014.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
Gathering, processing, and marketing sales
|
|
$
|
305
|
|
|
10
|
%
|
|
$
|
278
|
|
|
$
|
598
|
|
|
2
|
%
|
|
$
|
589
|
|
Gathering, processing, and marketing expense
|
|
255
|
|
|
2
|
|
|
250
|
|
|
509
|
|
|
1
|
|
|
502
|
|
||||
Total gathering, processing, and marketing, net
|
|
$
|
50
|
|
|
79
|
|
|
$
|
28
|
|
|
$
|
89
|
|
|
2
|
|
|
$
|
87
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Gains (losses) on divestitures and other, net
|
|
$
|
(1
|
)
|
|
$
|
54
|
|
|
$
|
(265
|
)
|
|
$
|
1,560
|
|
•
|
The Company recognized a loss of $97 million on assets held for sale during the
three months ended June 30, 2015
. The loss was associated with the agreement to divest certain U.S. onshore oil and gas exploration and production properties and related midstream assets in East Texas for a sales price of $440 million, subject to closing adjustments. The sale is expected to close in the third quarter of 2015.
|
•
|
The Company recognized income of $63 million in 2015 related to the settlement of a royalty lawsuit associated with a property in the Gulf of Mexico.
|
•
|
The remaining decrease relates to lower minerals revenues and other revenues.
|
•
|
The Company recognized losses of $437 million on divestitures and assets held for sale in 2015. These losses were comprised of the $97 million loss on properties in East Texas and a loss of
$340 million
associated with certain EOR assets in the Rockies.
|
•
|
The Company recognized income of $117 million in 2015 related to the settlement of a royalty lawsuit associated with a property in the Gulf of Mexico.
|
•
|
The Company recognized a $1.5 billion gain in the first quarter of 2014 associated with its divestiture of a 10% working interest in Offshore Area 1 in Mozambique for sales proceeds of $2.64 billion.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
Oil and gas operating (millions)
|
|
$
|
226
|
|
|
(17
|
)%
|
|
$
|
273
|
|
|
$
|
522
|
|
|
(11
|
)%
|
|
$
|
586
|
|
Oil and gas operating—per BOE
|
|
2.93
|
|
|
(17
|
)
|
|
3.53
|
|
|
3.24
|
|
|
(16
|
)
|
|
3.88
|
|
||||
Oil and gas transportation and other (millions)
|
|
289
|
|
|
3
|
|
|
281
|
|
|
650
|
|
|
19
|
|
|
547
|
|
||||
Oil and gas transportation and other—per BOE
|
|
3.75
|
|
|
3
|
|
|
3.64
|
|
|
4.03
|
|
|
11
|
|
|
3.62
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Exploration Expense
|
|
|
|
|
|
|
|
|
||||||||
Dry hole expense
|
|
$
|
13
|
|
|
$
|
302
|
|
|
$
|
42
|
|
|
$
|
423
|
|
Impairments of unproved properties
|
|
18
|
|
|
109
|
|
|
998
|
|
|
186
|
|
||||
Geological and geophysical expense
|
|
16
|
|
|
37
|
|
|
38
|
|
|
80
|
|
||||
Exploration overhead and other
|
|
56
|
|
|
54
|
|
|
108
|
|
|
112
|
|
||||
Total exploration expense
|
|
$
|
103
|
|
|
$
|
502
|
|
|
$
|
1,186
|
|
|
$
|
801
|
|
•
|
Dry hole expense decreased by
$289 million
due to unsuccessful drilling activities expensed in
2014
primarily associated with wells in the Gulf of Mexico.
|
•
|
Impairments of unproved properties decreased
$91 million
due to 2014 impairments of $54 million primarily related to the expiration of leases in the Gulf of Mexico and $33 million as a result of changes in the Company’s drilling plans for certain U.S. onshore oil and gas properties.
|
•
|
Geological and geophysical expense decreased by
$21 million
due to lower seismic purchases in Colombia, New Zealand, and Côte d’Ivoire.
|
•
|
Impairments of unproved properties increased by
$812 million
primarily due to a $935 million impairment in the first quarter of 2015 related to the Company’s unproved Greater Natural Buttes properties as a result of lower commodity prices. The Company recognized a $50 million impairment in the first quarter of 2014 due to the decision not to pursue further drilling in Sierra Leone in addition to the impairments in the Gulf of Mexico and for certain U.S. onshore oil and gas properties discussed above.
|
•
|
Dry hole expense decreased by
$381 million
due to unsuccessful drilling activities expensed in
2014
primarily associated with wells in the Gulf of Mexico and New Zealand, compared to unsuccessful drilling activities expensed in
2015
primarily associated with a well in Mozambique.
|
•
|
Geological and geophysical expense decreased by
$42 million
due to lower seismic purchases in Côte d’Ivoire, Colombia, and the Gulf of Mexico.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
General and administrative
|
|
$
|
278
|
|
|
(9
|
)%
|
|
$
|
305
|
|
|
$
|
588
|
|
|
(2
|
)%
|
|
$
|
603
|
|
Depreciation, depletion, and amortization
|
|
1,214
|
|
|
16
|
|
|
1,048
|
|
|
2,470
|
|
|
14
|
|
|
2,172
|
|
||||
Other taxes
|
|
151
|
|
|
(58
|
)
|
|
361
|
|
|
333
|
|
|
(51
|
)
|
|
675
|
|
||||
Impairments
|
|
30
|
|
|
(74
|
)
|
|
117
|
|
|
2,813
|
|
|
NM
|
|
|
120
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Deepwater Horizon settlement and related costs
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
4
|
|
|
$
|
93
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except percentages
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest Expense
|
|
|
|
|
|
|
|
|
||||||||
Debt and other
|
|
$
|
244
|
|
|
$
|
233
|
|
|
$
|
498
|
|
|
$
|
473
|
|
Capitalized interest
|
|
(43
|
)
|
|
(47
|
)
|
|
(81
|
)
|
|
(104
|
)
|
||||
Total interest expense
|
|
$
|
201
|
|
|
$
|
186
|
|
|
$
|
417
|
|
|
$
|
369
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(Gains) Losses on Derivatives, net
|
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on commodity derivatives, net
|
|
$
|
1
|
|
|
$
|
164
|
|
|
$
|
(52
|
)
|
|
$
|
379
|
|
(Gains) losses on interest-rate derivatives, net
|
|
(312
|
)
|
|
159
|
|
|
(107
|
)
|
|
397
|
|
||||
Total (gains) losses on derivatives, net
|
|
$
|
(311
|
)
|
|
$
|
323
|
|
|
$
|
(159
|
)
|
|
$
|
776
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Other (Income) Expense, net
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
Other
|
|
17
|
|
|
(9
|
)
|
|
69
|
|
|
(5
|
)
|
||||
Total other (income) expense, net
|
|
$
|
15
|
|
|
$
|
(13
|
)
|
|
$
|
62
|
|
|
$
|
(12
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Tronox-related contingent loss
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
4,319
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
millions except percentages
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax expense (benefit)
|
|
$
|
77
|
|
|
$
|
428
|
|
|
$
|
(1,315
|
)
|
|
$
|
1,092
|
|
Income (loss) before income taxes
|
|
185
|
|
|
694
|
|
|
(4,443
|
)
|
|
(1,268
|
)
|
||||
Effective tax rate
|
|
42
|
%
|
|
62
|
%
|
|
30
|
%
|
|
(86
|
)%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
millions except percentages
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
|
2015
|
|
Inc/(Dec) vs. 2014
|
|
2014
|
||||||||||
Income (loss) before income taxes
|
|
$
|
185
|
|
|
(73
|
)%
|
|
$
|
694
|
|
|
$
|
(4,443
|
)
|
|
NM
|
|
|
$
|
(1,268
|
)
|
Exploration expense
|
|
103
|
|
|
(79
|
)
|
|
502
|
|
|
1,186
|
|
|
48
|
%
|
|
801
|
|
||||
DD&A
|
|
1,214
|
|
|
16
|
|
|
1,048
|
|
|
2,470
|
|
|
14
|
|
|
2,172
|
|
||||
Impairments
|
|
30
|
|
|
(74
|
)
|
|
117
|
|
|
2,813
|
|
|
NM
|
|
|
120
|
|
||||
Interest expense
|
|
201
|
|
|
8
|
|
|
186
|
|
|
417
|
|
|
13
|
|
|
369
|
|
||||
Total (gains) losses on derivatives, net, less net cash from settlement of commodity derivatives
|
|
(229
|
)
|
|
(197
|
)
|
|
237
|
|
|
14
|
|
|
(98
|
)
|
|
600
|
|
||||
Deepwater Horizon settlement and related costs
|
|
—
|
|
|
(100
|
)
|
|
93
|
|
|
4
|
|
|
(96
|
)
|
|
93
|
|
||||
Tronox-related contingent loss
|
|
—
|
|
|
(100
|
)
|
|
19
|
|
|
5
|
|
|
(100
|
)
|
|
4,319
|
|
||||
Certain other nonoperating items
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
22
|
|
|
NM
|
|
|
—
|
|
||||
Less net income attributable to noncontrolling interests
|
|
47
|
|
|
21
|
|
|
39
|
|
|
79
|
|
|
(4
|
)
|
|
82
|
|
||||
Consolidated Adjusted EBITDAX
|
|
$
|
1,457
|
|
|
(49
|
)
|
|
$
|
2,857
|
|
|
$
|
2,409
|
|
|
(66
|
)
|
|
$
|
7,124
|
|
Adjusted EBITDAX by reporting segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil and gas exploration and production
|
|
$
|
1,314
|
|
|
(56
|
)%
|
|
$
|
2,997
|
|
|
$
|
2,161
|
|
|
(71
|
)%
|
|
$
|
7,387
|
|
Midstream
|
|
216
|
|
|
40
|
|
|
154
|
|
|
420
|
|
|
32
|
|
|
317
|
|
||||
Marketing
|
|
(56
|
)
|
|
(19
|
)
|
|
(47
|
)
|
|
(103
|
)
|
|
(20
|
)
|
|
(86
|
)
|
||||
Other and intersegment eliminations
|
|
(17
|
)
|
|
93
|
|
|
(247
|
)
|
|
(69
|
)
|
|
86
|
|
|
(494
|
)
|
|
|
Six Months Ended
June 30, |
||||||
millions
|
|
2015
|
|
2014
|
||||
Property acquisitions
|
|
|
|
|
||||
Exploration
|
|
$
|
53
|
|
|
$
|
92
|
|
Development
|
|
1
|
|
|
112
|
|
||
Exploration
|
|
382
|
|
|
786
|
|
||
Development
|
|
2,224
|
|
|
3,149
|
|
||
Capitalized interest
|
|
68
|
|
|
93
|
|
||
Total oil and gas capital expenditures
|
|
2,728
|
|
|
4,232
|
|
||
Gathering, processing, and marketing and other
(1)
|
|
495
|
|
|
738
|
|
||
Total capital expenditures
(2)
|
|
$
|
3,223
|
|
|
$
|
4,970
|
|
(1)
|
Includes WES capital expenditures of
$278 million
for the
six months ended June 30, 2015,
and $343 million for the
six months ended June 30, 2014
.
|
(2)
|
Capital expenditures in this table are presented on an accrual basis. Additions to properties and equipment on the Company’s Consolidated Statements of Cash Flows only include capital expenditures funded with cash payments during the period.
|
Period
|
|
Total number of shares purchased
(1)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
April 1 - 30, 2015
|
|
3,051
|
|
|
$
|
87.32
|
|
|
—
|
|
|
|
||
May 1 - 31, 2015
|
|
3,313
|
|
|
$
|
86.37
|
|
|
—
|
|
|
|
||
June 1 - 30, 2015
|
|
3,779
|
|
|
$
|
84.47
|
|
|
—
|
|
|
|
||
Total
|
|
10,143
|
|
|
$
|
85.95
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
During the
second
quarter of
2015
, all purchased shares related to stock received by the Company for the payment of withholding taxes due on employee stock plan share issuances.
|
Exhibit Number
|
|
Description
|
||
|
3
|
(i)
|
|
Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009, filed as Exhibit 3.3 to Form 8-K filed on May 22, 2009
|
|
|
(ii)
|
|
By-Laws of Anadarko Petroleum Corporation, amended and restated as of May 11, 2015, filed as Exhibit 3.1 to Form 8-K filed on May 15, 2015
|
|
4
|
(i)
|
|
Purchase Contract Agreement, dated June 10, 2015, between Anadarko Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.1 to Form 8-K filed on June 10, 2015
|
|
|
(ii)
|
|
Trustee Indenture, dated as of September 19, 2006, Anadarko Petroleum Corporation to The Bank of New York Trust Company, N.A., filed as Exhibit 4.1 to Form 8-K filed on September 19, 2006
|
|
|
(iii)
|
|
Third Supplemental Indenture dated as of June 10, 2015, between Anadarko Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.2 to Form 8-K filed on June 10, 2015
|
|
|
(iv)
|
|
Form of Unit (included in Exhibit 4.i)
|
|
|
(v)
|
|
Form of Purchase Contract (included in Exhibit 4.i)
|
|
|
(vi)
|
|
Form of Amortizing Note (included in Exhibit 4.iii)
|
*
|
10
|
(i)
|
|
Anadarko Petroleum Corporation Key Employee Change of Control Contract, dated June 1, 2015, for Christopher O. Champion
|
*
|
|
(ii)
|
|
First Amendment to Time Sharing Agreement between R.A. Walker and Anadarko Petroleum Corporation, dated June 2, 2015
|
*
|
31
|
(i)
|
|
Rule 13a-14(a)/15d-14(a) Certification—Chief Executive Officer
|
*
|
31
|
(ii)
|
|
Rule 13a-14(a)/15d-14(a) Certification—Chief Financial Officer
|
**
|
32
|
|
|
Section 1350 Certifications
|
*
|
101
|
.INS
|
|
XBRL Instance Document
|
*
|
101
|
.SCH
|
|
XBRL Schema Document
|
*
|
101
|
.CAL
|
|
XBRL Calculation Linkbase Document
|
*
|
101
|
.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
101
|
.LAB
|
|
XBRL Label Linkbase Document
|
*
|
101
|
.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
ANADARKO PETROLEUM CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
July 28, 2015
|
By:
|
/s/ ROBERT G. GWIN
|
|
|
|
Robert G. Gwin
Executive Vice President, Finance and Chief Financial Officer
|
(A)
|
the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the highest annual bonus earned by the Executive for the last three fiscal years prior to the Change of Control Date, (II) in the case of the Change of Control Date occurring during the first 36 months following the date of this agreement, $490,000, and (III) the Annual Bonus paid or payable for the most recently completed fiscal year during the Employment Period, in each case, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such higher amount being referred to as the “
Highest Annual Bonus
”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any accrued paid time off, to the extent not theretofore used or paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “
Accrued Obligations
”); and
|
(B)
|
an amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and
|
(C)
|
an amount equal to the total value of the Executive’s Account (as defined in the Company’s Savings Restoration Plan (the “
SRP
”)), with such amount being the higher of (1) the value of the Executive’s Account on the Executive’s Date of Termination or (2) the value of the Executive’s Account on the Change of Control Date, in each case with “value” determined under the applicable change of control provisions in the SRP, if any. The amount payable under this
Section 6(a)(i)(C)
shall represent the payment of the amount due to the Executive under the SRP, and shall not be duplicative thereof. Notwithstanding the above provisions of this
Section 6(a)(i)(C)
, the Company shall pay the lump sum cash payment as set forth herein above only if such payment would not be considered to be an impermissible acceleration of benefits under the SRP under Code Section 409A. In the event that the payment of the benefits payment in a lump sum would constitute an impermissible acceleration of benefits under the SRP under Code Section 409A, then the portion
|
(D)
|
an amount equal to the additional Company matching contributions which would have been made on the Executive’s behalf in the Company’s Employee Savings Plan (the “
ESP
”) (assuming continued participation on the same basis as immediately prior to the Change of Control Date), plus the additional amount of any benefit the Executive would have accrued under the SRP as a result of contribution limitations in the ESP, for the 24-month period beginning on the Date of Termination (with the Company’s matching contributions being determined pursuant to the applicable provisions of the ESP and the SRP and based upon the Executive’s compensation (including any amounts deferred pursuant to any deferred compensation program) in effect for the 12-month period immediately prior to the Change of Control Date); and
|
(E)
|
an amount equal to the sum of the present values, as of the Date of Termination, of (1) the accrued retirement benefit payable under the Company’s Retirement Restoration Plan (or, if the Executive participates in another plan that, in the sole determination of the Company, is intended to provide benefits similar to those under the Company’s Retirement Restoration Plan, such other plan) (each referred to herein as the “
RRP
”) and (2) the additional retirement benefits that the Executive would have accrued under the tax-qualified defined benefit plan of the Company or any Affiliate in which the Executive participates (the “
Retirement Plan
”) and the RRP if the Executive had continued employment until the expiration of the two-year period following the Date of Termination (assuming that the Executive’s compensation in each of the additional years is that required by
Section 4(b)(i) and Section 4(b)(ii)
hereof), with the present values being computed by discounting to the Date of Termination the accrued benefit and the additional retirement benefits payable as lump sums at an assumed benefit commencement date of the later of (i) the date the Executive attains age 55 and (ii) the date two years after the Date of Termination, at the rate of interest used for valuing lump-sum payments in excess of $25,000 for participants with retirement benefits commencing immediately under the Retirement Plan, as in effect as of the Change of Control Date with such amount to be fully offset and reduced by the amount of any additional benefit provided under the Retirement Plan or the RRP in connection with the Change of Control or the Executive’s termination of employment in connection with the
|
EXECUTIVE:
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER O. CHAMPION
|
|
|
Name:
|
Christopher O. Champion
|
|
|
Date:
|
6/2/15
|
|
|
|
|
ANADARKO PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ JULIE STRUBLE
|
|
|
Name:
|
Julie Struble
|
|
|
Title:
|
VP, Human Resources
|
|
|
Date:
|
6/2/15
|
(a)
|
By deleting existing
Section 20A(I)
in its entirety and inserting in place thereof the following:
|
(i)
|
that certain Aircraft Lease (S/N 5491) and related Lease Supplement (the Aircraft Lease, together with the Lease Supplement and all riders and addenda thereto, the “5491 Aircraft Lease”), each dated as of February 6, 2015, by and between Banc of America Leasing & Capital LLC, a Delaware limited liability company (“BALC”), and APC Aviation, Inc., a Delaware corporation (“APC”), regarding the Gulfstream Aerospace model GV-SP (G550) aircraft bearing United States Registration number N276A and manufacturer’s serial number 5491 (the “5491 Aircraft”);
|
(ii)
|
that certain Aircraft Sublease (S/N 5491) and related Sublease Supplement (the Aircraft Sublease, together with the Sublease Supplement and all riders and addenda thereto, the “5491 Aircraft Sublease”), each dated as of February 6, 2015, by and between APC and the Operator regarding the 5491 Aircraft;
|
(iii)
|
that certain Consent to Sublease and Assignment (the “5491 Consent”), dated as of February 6, 2015, by and between BALC, APC and the Operator; and
|
(iv)
|
any related documents, agreements or instruments of any kind whatsoever relating to the 5491 Aircraft Lease, the 5491 Aircraft Sublease or the 5491 Consent.
|
(b)
|
By adding a new
Section 20A(III)
immediately prior to the existing final paragraph of
Section 20(A)
, which shall read as follows:
|
(v)
|
that certain Aircraft Lease (S/N 2044) and related Lease Supplement (the Aircraft Lease, together with the Lease Supplement and all riders and addenda thereto, the “2044 Aircraft Lease”), each dated as of April 30, 2015, by and between WFEFI and APC regarding the Gulfstream Aerospace model IAI Ltd. Gulfstream 280 (G280) aircraft bearing United States Registration number N855A and manufacturer’s serial number 2044 (the “2044 Aircraft”);
|
(vi)
|
that certain Aircraft “Dry” Lease Agreement (together with all supplements, riders and addenda thereto, the “2044 Aircraft “Dry” Lease”), dated as of August 1, 2014, by and between APC and the Operator regarding the 2044 Aircraft;
|
(vii)
|
that certain Collateral Assignment of Aircraft “Dry” Lease Agreement (the “2044 Assignment”), dated as of April 30, 2015, by and between WFEFI, APC and the Operator; and
|
(viii)
|
any related documents, agreements or instruments of any kind whatsoever relating to the 2044 Aircraft Lease, the 2044 Aircraft “Dry” Lease or the 2044 Assignment.
|
(c)
|
By deleting the existing final paragraph of
Section 20(A)
in its entirety and inserting in place thereof the following:
|
(d)
|
By deleting in its entirety Schedule A attached to the Agreement and replacing it in its entirety with the
Schedule A
attached hereto.
|
(a)
|
This Amendment constitutes the entire agreement among the Operator and the Passenger with respect to the amendment of the Agreement contemplated hereby and completely and fully supersedes all other prior agreements, both written and oral, among the Operator and the Passenger relating thereto.
|
(b)
|
The Operator and the Passenger each hereby ratifies and confirms in all respects all of its obligations under the Agreement and agrees that, except to the extent expressly modified by this Amendment, the Agreement continues in full force and effect as if set forth specifically herein.
|
(c)
|
All of the terms and conditions of this Amendment shall survive the execution and delivery of this Amendment. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. The headings in this Amendment are for convenience only and shall not limit or otherwise affect any of the terms hereof.
|
(d)
|
In the event that any provision of this Amendment is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full force and effect.
|
(e)
|
This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of Texas, without regard to its choice of law principles
|
Operator:
|
|
|
|
ANADARKO PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ ROBERT K. REEVES
|
Name:
|
Robert K. Reeves
|
Title:
|
EVP, General Counsel and CAO
|
|
|
|
|
Passenger:
|
|
|
|
|
/s/ R. A. WALKER
|
Name:
|
R.A. Walker
|
|
|
Type of Aircraft
|
U.S. Registration Number
|
Manufacturer Serial Number
|
Gulfstream G280
|
N855A
|
2044
|
Gulfstream G550
|
N288A
|
5307
|
Gulfstream G550
|
N273A
|
5273
|
Gulfstream G550
|
N276A
|
5491
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
|
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 (or persons performing the equivalent functions):
|
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/ R. A. WALKER
|
R. A. Walker
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Anadarko Petroleum Corporation;
|
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 (or persons performing the equivalent functions):
|
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/ ROBERT G. GWIN
|
Robert G. Gwin
|
Executive Vice President, Finance and Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the period ended
June 30, 2015
, as filed with the Securities and Exchange Commission on the date hereof (Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
July 28, 2015
|
|
|
|
|
|
|
|
/s/ R. A. WALKER
|
|
|
R. A. Walker
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
July 28, 2015
|
|
|
|
|
|
|
|
/s/ ROBERT G. GWIN
|
|
|
Robert G. Gwin
|
|
|
Executive Vice President, Finance and Chief Financial Officer
|