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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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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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For the transition period from to .
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Delaware
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72-1133047
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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4 Waterway Square Place,
Suite 100,
The Woodlands, Texas
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77380
(Zip Code)
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(Address of principal executive offices)
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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, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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PART I
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Items 1 and 2.
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Item 1A.
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Item 1B.
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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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Page
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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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the availability and volatility of the securities, capital or credit markets and the cost of capital;
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•
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maintaining sufficient liquidity to fund our operations and business strategies;
|
•
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the accuracy of and fluctuations in our reserves estimates due to sustained low commodity prices, incorrect assumptions and other causes;
|
•
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the impact of, and changes in, legislation, law and governmental regulations, including those related to hydraulic fracturing, climate change, seismicity and over-the-counter derivatives;
|
•
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land, legal, regulatory, and ownership complexities inherent in the U.S. oil and gas industry;
|
•
|
the impact of regulatory approvals;
|
•
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the ability and willingness of current or potential lenders, derivative 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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the prices and quantities of commodities reflected in our commodity derivative arrangements as compared to the actual prices or quantities of commodities we produce or use;
|
•
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the volatility, instrument terms and liquidity in the commodity futures and commodity and financial derivatives markets;
|
•
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drilling risks and results;
|
•
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our ability to monetize non-strategic assets, repay or refinance our existing indebtedness and the impact of changes in our investment ratings;
|
•
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the other factors affecting our business described under the caption “
Risk Factors
”
and
“
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.
”
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Items 1 and 2.
|
Business and Properties
|
•
|
Reduced our 2015 capital investments by
26%
compared to 2014 and re-directed capital to our highest return region – the Anadarko Basin of Oklahoma;
|
•
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Increased 2015 domestic production by 6% over
2014
to 50.6
(1)
MMBOE. Grew domestic liquids production by
12%
year-over-year. Consolidated fourth quarter production was
162
(2)
MBOEPD (64% liquids);
|
•
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Approximately
98%
of our year-end 2015 estimated proved reserves of
509
MMBOE (41% oil, 16% NGLs and 43% natural gas) are located onshore in the United States;
|
•
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The Company has a nine-year reserve life index (based on
2015
production levels);
|
•
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Our proved reserves at year-end 2015 were negatively impacted by the significant drop in commodity prices. Due to price-related revisions, domestic liquids reserves decreased 21% year-over-year and represent 56% of domestic proved reserves. Total company and domestic PV-10
(3)
decreased 67% to $2.9 billion and 65% to $2.7 billion, respectively over the prior year-end. At year-end 2015, approximately 65% of domestic and consolidated reserves were proved developed;
|
•
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The Anadarko Basin is our largest producing region, averaging production of approximately
75
MBOEPD net in the fourth quarter of
2015
. At year-end 2015, the Anadarko Basin comprised
53%
of our total proved reserves, and we had interest in more than
315,000
net acres in SCOOP and STACK;
|
•
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Our Pearl development, located in the South China Sea, was producing approximately
13
MBOPD net at year-end 2015;
|
•
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Due to service cost reductions and continued operational efficiencies, our average domestic lease operating expenses for 2015, on a per barrel basis, decreased 27% from 2014;
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•
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We reduced our overall workforce in 2015 by more than
20%
through reductions in personnel, the closure of our Denver office and the subsequent consolidation of two business units into one location adjacent to our headquarters in The Woodlands, Texas;
|
•
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Issued
25.3
million additional shares of common stock through a public equity offering and received net proceeds of approximately
$815
million in the first quarter of 2015, which were used primarily to repay all borrowings under our credit facility and money market lines of credit;
|
•
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Issued
$700
million 5⅜% Senior Notes due 2026 through a public debt offering and received net proceeds of
$691
million in March 2015. In April 2015, we used the proceeds and cash on hand to redeem the
$700
million aggregate
|
•
|
Amended our credit facility in March 2015 to increase its capacity from
$1.4
billion to
$1.8
billion and extended the maturity date to June 2020.
|
•
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limiting new borrowings and more closely aligning planned capital investments with cash flows;
|
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Proved Reserves
|
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Percentage of
Proved Reserves
|
||
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(MMBOE)
|
|
|
||
Domestic:
|
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|
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Anadarko Basin
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269
|
|
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53
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%
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Arkoma Basin
|
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64
|
|
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13
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%
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Uinta Basin
|
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81
|
|
|
16
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%
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Williston Basin
|
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52
|
|
|
10
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%
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Eagle Ford
|
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21
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|
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4
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%
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Other
|
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12
|
|
|
2
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%
|
Total domestic
|
|
499
|
|
|
98
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%
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International:
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China
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10
|
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2
|
%
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Total
|
|
509
|
|
|
100
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%
|
|
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Oil and
Condensate
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Natural
Gas
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NGLs
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Total
|
||||
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(MMBbls)
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(Bcf)
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(MMBbls)
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(MMBOE)
|
||||
Proved Developed Reserves:
|
|
|
|
|
|
|
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||||
Domestic
|
|
115
|
|
|
942
|
|
|
47
|
|
|
319
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China
|
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10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
Total proved developed
|
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125
|
|
|
942
|
|
|
47
|
|
|
329
|
|
Proved Undeveloped Reserves:
|
|
|
|
|
|
|
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||||
Domestic
|
|
82
|
|
|
363
|
|
|
37
|
|
|
180
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|
China
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
Total proved undeveloped
|
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82
|
|
|
363
|
|
|
37
|
|
|
180
|
|
Total proved reserves
|
|
207
|
|
|
1,305
|
|
|
84
|
|
|
509
|
|
|
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Actual at December 31, 2015
|
|
|
Sensitivity Using Lower Prices
|
||
Crude oil price (per Bbl)
|
$
|
50.11
(1)
|
|
|
$
|
40.00
(2)
|
|
Natural gas price (per MMBtu)
|
$
|
2.59
(1)
|
|
|
$
|
2.00
(2)
|
|
|
|
|
|
|
|
||
Capital expenditure reduction
|
|
n/a
|
|
|
|
10
|
%
|
Operating expense reduction
|
|
n/a
|
|
|
|
10
|
%
|
|
|
|
|
|
|
||
Proved developed reserves (MMBOE)
|
|
329
|
|
|
|
315
|
|
Proved undeveloped reserves (MMBOE)
|
|
180
|
|
|
|
165
|
|
Total proved reserves (MMBOE)
|
|
509
|
|
|
|
480
|
|
|
|
|
|
|
|
||
Proved reserve PV-10 value (before tax, in millions)
|
$
|
2,940
|
|
|
$
|
1,603
|
|
Present value of future income tax expense
|
|
164
|
|
|
|
66
|
|
Standardized measure of discounted future net cash flows
|
$
|
2,776
|
|
|
$
|
1,537
|
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
December 31, 2015:
|
|
|
|
|
|
|
||||||
Proved reserve PV-10 value (before tax)
|
|
$
|
2,718
|
|
|
$
|
222
|
|
|
$
|
2,940
|
|
Present value of future income tax expense
|
|
164
|
|
|
—
|
|
|
164
|
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
2,554
|
|
|
$
|
222
|
|
|
$
|
2,776
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014:
|
|
|
|
|
|
|
||||||
Proved reserve PV-10 value (before tax)
|
|
$
|
7,723
|
|
|
$
|
1,064
|
|
|
$
|
8,787
|
|
Present value of future income tax expense
|
|
2,393
|
|
|
182
|
|
|
2,575
|
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
5,330
|
|
|
$
|
882
|
|
|
$
|
6,212
|
|
|
|
Percentage of
Proved Reserves
|
Ten largest fields
|
|
92%
|
Two largest fields
|
|
53%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Production:
|
|
|
|
|
|
|
||||||
Crude oil and condensate (MBbls)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
3,779
|
|
|
2,548
|
|
|
1,323
|
|
|||
STACK
|
|
3,645
|
|
|
1,182
|
|
|
513
|
|
|||
Natural gas (Bcf)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
43.2
|
|
|
34.5
|
|
|
16.8
|
|
|||
STACK
|
|
11.0
|
|
|
3.6
|
|
|
2.5
|
|
|||
NGLs (MBbls)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
4,871
|
|
|
4,762
|
|
|
1,888
|
|
|||
STACK
|
|
1,396
|
|
|
458
|
|
|
230
|
|
|||
Total production by field (MBOE)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
15,857
|
|
|
13,066
|
|
|
5,999
|
|
|||
STACK
|
|
6,886
|
|
|
2,245
|
|
|
1,160
|
|
|||
|
|
|
|
|
|
|
||||||
Average Realized Prices:
(1)
|
|
|
|
|
|
|
||||||
Crude oil and condensate (per Bbl)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
$
|
42.67
|
|
|
$
|
85.66
|
|
|
$
|
93.75
|
|
STACK
|
|
42.99
|
|
|
84.13
|
|
|
94.22
|
|
|||
Natural gas (per Mcf)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
$
|
2.38
|
|
|
$
|
3.96
|
|
|
$
|
3.35
|
|
STACK
|
|
2.49
|
|
|
4.44
|
|
|
3.56
|
|
|||
NGLs (per Bbl)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
$
|
18.97
|
|
|
$
|
29.54
|
|
|
$
|
31.62
|
|
STACK
|
|
19.02
|
|
|
35.24
|
|
|
34.74
|
|
|||
Average realized prices by field (per BOE)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
$
|
22.49
|
|
|
$
|
37.94
|
|
|
$
|
40.01
|
|
STACK
|
|
30.61
|
|
|
58.65
|
|
|
56.19
|
|
|||
|
|
|
|
|
|
|
||||||
Average Production Cost:
(2)
|
|
|
|
|
|
|
||||||
SCOOP
|
|
|
|
|
|
|
||||||
Lease operating costs (per BOE)
|
|
$
|
1.33
|
|
|
$
|
1.93
|
|
|
$
|
2.91
|
|
Transportation costs (per BOE)
|
|
4.15
|
|
|
2.65
|
|
|
1.47
|
|
|||
STACK
|
|
|
|
|
|
|
||||||
Lease operating costs (per BOE)
|
|
$
|
2.58
|
|
|
$
|
5.42
|
|
|
$
|
7.56
|
|
Transportation costs (per BOE)
|
|
2.04
|
|
|
1.93
|
|
|
1.73
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
123
|
|
|
57
|
|
|
254
|
|
|
114
|
|
|
297
|
|
|
118
|
|
Nonproductive
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Nonproductive
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Malaysia:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
Nonproductive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exploratory well total
|
|
124
|
|
|
58
|
|
|
255
|
|
|
115
|
|
|
301
|
|
|
121
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
158
|
|
|
78
|
|
|
326
|
|
|
231
|
|
|
237
|
|
|
184
|
|
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
16
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
1
|
|
Malaysia:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
8
|
|
Development well total
|
|
174
|
|
|
81
|
|
|
328
|
|
|
232
|
|
|
252
|
|
|
193
|
|
(1)
|
Classified as discontinued operations.
|
|
|
Company
Operated Wells
|
|
Outside
Operated Wells
|
|
Total
Productive Wells
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
2,822
|
|
|
2,277
|
|
|
764
|
|
|
57
|
|
|
3,586
|
|
|
2,334
|
|
Natural gas
|
|
1,075
|
|
|
837
|
|
|
500
|
|
|
98
|
|
|
1,575
|
|
|
935
|
|
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
6
|
|
|
3
|
|
|
63
|
|
|
8
|
|
|
69
|
|
|
11
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
2,828
|
|
|
2,280
|
|
|
827
|
|
|
65
|
|
|
3,655
|
|
|
2,345
|
|
Natural gas
|
|
1,075
|
|
|
837
|
|
|
500
|
|
|
98
|
|
|
1,575
|
|
|
935
|
|
Total
|
|
3,903
|
|
|
3,117
|
|
|
1,327
|
|
|
163
|
|
|
5,230
|
|
|
3,280
|
|
|
|
Developed Acres
|
|
Undeveloped Acres
|
||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||
|
|
(In thousands)
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
||||
Anadarko Basin
|
|
263
|
|
|
167
|
|
|
246
|
|
|
156
|
|
Arkoma Basin
|
|
226
|
|
|
144
|
|
|
3
|
|
|
2
|
|
Uinta Basin
|
|
179
|
|
|
109
|
|
|
179
|
|
|
108
|
|
Williston Basin
|
|
116
|
|
|
70
|
|
|
24
|
|
|
14
|
|
Eagle Ford
|
|
51
|
|
|
34
|
|
|
2
|
|
|
2
|
|
Other
|
|
610
|
|
|
231
|
|
|
321
|
|
|
265
|
|
Total domestic
|
|
1,445
|
|
|
755
|
|
|
775
|
|
|
547
|
|
China:
|
|
34
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,479
|
|
|
764
|
|
|
775
|
|
|
547
|
|
|
|
Undeveloped Acres Expiring
|
||||||||||||||||||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Anadarko Basin
|
|
66
|
|
|
42
|
|
|
84
|
|
|
54
|
|
|
31
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Uinta Basin
|
|
19
|
|
|
11
|
|
|
43
|
|
|
26
|
|
|
15
|
|
|
9
|
|
|
15
|
|
|
9
|
|
|
4
|
|
|
2
|
|
Williston Basin
|
|
12
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Eagle Ford
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
53
|
|
|
33
|
|
|
126
|
|
|
77
|
|
|
104
|
|
|
66
|
|
|
23
|
|
|
15
|
|
|
18
|
|
|
11
|
|
Total
|
|
151
|
|
|
94
|
|
|
253
|
|
|
157
|
|
|
153
|
|
|
97
|
|
|
38
|
|
|
24
|
|
|
22
|
|
|
13
|
|
•
|
acquisition of seismic data;
|
•
|
location of wells;
|
•
|
size of drilling and spacing units or proration units;
|
•
|
number of wells that may be drilled in a unit;
|
•
|
unitization or pooling of oil and gas properties;
|
•
|
drilling, casing and cementing of wells;
|
•
|
issuance of permits in connection with exploration, drilling and production;
|
•
|
well production;
|
•
|
spill prevention plans;
|
•
|
protection of private and public surface and ground water supplies;
|
•
|
emissions reporting, permitting or limitations;
|
•
|
protection of endangered species and habitat;
|
•
|
occupational safety and health;
|
•
|
use, transportation, storage and disposal of fluids and materials incidental to oil and gas operations;
|
•
|
surface usage and the restoration of properties upon which wells have been drilled;
|
•
|
calculation and disbursement of royalty payments and production taxes;
|
•
|
plugging and abandoning of wells;
|
•
|
transportation of production; and
|
•
|
export of natural gas.
|
•
|
assessing the environmental impact of seismic acquisition, drilling or construction activities;
|
•
|
the generation, storage, transportation and disposal of waste materials and flowback or produced water;
|
•
|
the emission of certain gases or materials into the atmosphere;
|
•
|
the construction and placement of wells;
|
•
|
the monitoring, abandonment, reclamation and remediation of wells and other sites, including sites of former operations;
|
•
|
various environmental reporting and permitting requirements;
|
•
|
the development of emergency response and spill contingency plans;
|
•
|
disclosure of chemicals used in hydraulic fracturing; and
|
•
|
protection of private and public surface and ground water supplies.
|
•
|
the domestic and foreign supply of, and demand for, oil, natural gas and NGLs;
|
•
|
domestic and world-wide economic conditions;
|
•
|
the level and effect of trading in commodity futures markets, including commodity price speculators and others;
|
•
|
military, economic and political conditions in oil and gas producing regions;
|
•
|
the actions taken by the Organization of Petroleum Exporting Countries (OPEC) and other foreign oil and gas producing nations, including the ability of members of OPEC to agree to and maintain price and production controls;
|
•
|
the impact of the U.S. dollar exchange rates on oil, natural gas and NGL prices;
|
•
|
the price and availability of, and demand for, alternative fuels;
|
•
|
weather conditions and climate change;
|
•
|
world-wide conservation measures;
|
•
|
technological advances affecting energy consumption and production;
|
•
|
changes in the price of oilfield services and technologies;
|
•
|
the price and level of foreign imports;
|
•
|
expansion of U.S. exports of oil, natural gas and/or NGLs;
|
•
|
the availability, proximity and capacity of transportation, processing, storage and refining facilities;
|
•
|
the costs of exploring for, developing, producing, transporting and marketing oil, natural gas and NGLs; and
|
•
|
the nature and extent of domestic and foreign governmental regulations and taxation, including environmental regulations.
|
•
|
limit our access to sources of capital, such as equity and long-term debt;
|
•
|
cause us to delay or postpone capital projects;
|
•
|
cause us to lose certain leases because we fail to develop the leases prior to expiration;
|
•
|
reduce reserve estimates and the amount of products we can economically produce;
|
•
|
downgrade or other negative rating action with respect to our credit rating;
|
•
|
reduce revenues, income and cash flows available for capital expenditures, repayment of indebtedness and other corporate purposes; or
|
•
|
reduce the carrying value of our assets in our balance sheet through ceiling test writedowns.
|
•
|
we generate less operational cash flow than we anticipate;
|
•
|
we are unable to sell non-strategic assets at acceptable prices due to low commodity prices;
|
•
|
our customers or working interest owners default on their obligations to us;
|
•
|
one or more of the lenders under our existing credit arrangements fails to honor its contractual obligation to lend to us;
|
•
|
investors limit funding or refrain from funding oil and gas companies; or
|
•
|
we are unable to access the capital markets at a time when we would like, or need, to raise capital.
|
•
|
incur additional indebtedness;
|
•
|
purchase or redeem our outstanding equity interests or subordinated debt;
|
•
|
make specified investments;
|
•
|
create liens;
|
•
|
sell assets;
|
•
|
engage in specified transactions with affiliates;
|
•
|
engage in sale-leaseback transactions; and
|
•
|
effect a merger or consolidation with or into other companies or a sale of all or substantially all of our properties or assets.
|
•
|
obtain future financing;
|
•
|
make needed capital expenditures;
|
•
|
plan for, or react to, changes in our business and the industry in which we operate;
|
•
|
compete with similar companies that have less debt;
|
•
|
withstand a future downturn in our business or the economy in general; or
|
•
|
conduct operations or otherwise take advantage of business opportunities that may arise.
|
•
|
the quality and quantity of available data;
|
•
|
the interpretation of that data;
|
•
|
the accuracy of various mandated economic assumptions and our expected development plan; and
|
•
|
the judgment of the persons preparing the estimate.
|
•
|
increases in the costs of, or shortages or delays in the availability of, drilling rigs, equipment and materials;
|
•
|
decreases in oil, natural gas and NGLs prices;
|
•
|
limited availability to us of financing on acceptable terms;
|
•
|
adverse weather conditions and changes in weather patterns;
|
•
|
unexpected operational events and drilling conditions;
|
•
|
abnormal pressure or irregularities in geologic formations;
|
•
|
surface access restrictions;
|
•
|
access to, and costs for, water needed in our waterflood project in the Greater Monument Butte Unit (GMBU);
|
•
|
the presence of underground sources of drinking water, previously unknown water or other extraction wells or endangered or threatened species;
|
•
|
embedded oilfield drilling and service tools;
|
•
|
equipment failures or accidents;
|
•
|
lack of necessary services or qualified personnel;
|
•
|
availability and timely issuance of required governmental permits and licenses;
|
•
|
loss of title and other title-related issues;
|
•
|
availability, costs and terms of contractual arrangements, such as leases, pipelines and related facilities to gather, process and compress, transport and market oil, natural gas, and NGLs; and
|
•
|
compliance with, or changes in, environmental, tax and other laws and regulations.
|
•
|
fires and explosions;
|
•
|
blow-outs and cratering;
|
•
|
uncontrollable or unknown flows of oil, gas or well fluids;
|
•
|
pipe or cement failures and casing collapses;
|
•
|
pipeline or other facility ruptures and spills;
|
•
|
equipment malfunctions or operator error;
|
•
|
discharges of toxic gases;
|
•
|
environmental costs and liabilities due to our use, generation, handling and disposal of materials, including wastes, hydrocarbons and other chemicals; and
|
•
|
environmental damages caused by previous owners of property we purchase and lease.
|
•
|
injury or loss of life;
|
•
|
severe damage or destruction of property, natural resources and equipment;
|
•
|
pollution and other environmental damage;
|
•
|
investigatory and clean-up responsibilities;
|
•
|
regulatory investigation and penalties or lawsuits;
|
•
|
limitation on or suspension of our operations; and
|
•
|
repairs and remediation costs to resume operations.
|
•
|
restrictions for the protection of wildlife that regulate the time, place and manner in which we conduct operations;
|
•
|
the amounts, types and manner of substances and materials that may be released into the environment;
|
•
|
response to unexpected releases into the environment;
|
•
|
reports and permits concerning exploration, drilling, production and other operations;
|
•
|
the placement and spacing of wells;
|
•
|
cement and casing strength;
|
•
|
unitization and pooling of properties;
|
•
|
calculating royalties on oil and gas produced under federal and state leases; and
|
•
|
taxation.
|
•
|
the repeal of the percentage depletion allowance for oil and natural gas properties;
|
•
|
the elimination of current deductions for intangible drilling and development costs;
|
•
|
the elimination of the deduction for certain U.S. production activities; and
|
•
|
an extension of the amortization period for certain geological and geophysical expenditures.
|
•
|
currency restrictions, exchange rate fluctuations, or other activities that disrupt markets and restrict payments or the movement of funds;
|
•
|
loss of revenue, property and equipment as a result of hazards such as expropriation, nationalization, war, piracy, acts of terrorism, insurrection, civil unrest and other political risks or other changes in government;
|
•
|
difficulties obtaining permits or governmental approvals as a foreign operator;
|
•
|
taxation policies, including increases in taxes and governmental royalties, retroactive tax claims and investment restrictions;
|
•
|
transparency issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act and other anti-corruption compliance laws and issues;
|
•
|
disruptions in international crude oil cargo shipping activities;
|
•
|
physical, digital, internal and external security breaches;
|
•
|
forced renegotiation of, unilateral changes to, or termination of contracts with, governmental entities and quasi-governmental agencies;
|
•
|
changes in laws and policies governing operations in China;
|
•
|
our limited ability to influence or control the operation or future development of non-operated properties;
|
•
|
the operator’s expertise or other labor problems;
|
•
|
cultural differences;
|
•
|
difficulties enforcing our rights against a governmental entity because of the doctrine of sovereign immunity and foreign sovereignty over our China operations; and
|
•
|
other uncertainties arising out of foreign government sovereignty over our China operations.
|
•
|
recoverable reserves;
|
•
|
exploration potential;
|
•
|
future oil and gas prices and their appropriate differentials;
|
•
|
operating costs and production taxes; and
|
•
|
potential environmental and other liabilities.
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Age
|
|
Position
|
|
Total Years of Service with Newfield
|
Lee K. Boothby
|
|
54
|
|
President, Chief Executive Officer and Chairman of the Board
|
|
16
|
Lawrence S. Massaro
|
|
52
|
|
Executive Vice President and Chief Financial Officer
|
|
5
|
Gary D. Packer
|
|
53
|
|
Executive Vice President and Chief Operating Officer
|
|
20
|
George T. Dunn
|
|
58
|
|
Senior Vice President — Development
|
|
23
|
John H. Jasek
|
|
46
|
|
Senior Vice President — Operations
|
|
16
|
Stephen C. Campbell
|
|
47
|
|
Vice President — Investor Relations
|
|
16
|
George W. Fairchild, Jr.
|
|
48
|
|
Chief Accounting Officer
|
|
4
|
Timothy D. Yang
|
|
43
|
|
General Counsel and Corporate Secretary
|
|
1
|
Valerie A. Mitchell
|
|
44
|
|
Vice President — Mid-Continent
|
|
11
|
Matthew R. Vezza
|
|
42
|
|
Vice President — Western Region
|
|
3
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
High
|
|
Low
|
||||
2014:
|
|
|
|
|
||||
First Quarter
|
|
$
|
31.75
|
|
|
$
|
23.57
|
|
Second Quarter
|
|
44.26
|
|
|
30.94
|
|
||
Third Quarter
|
|
45.43
|
|
|
36.97
|
|
||
Fourth Quarter
|
|
37.49
|
|
|
22.90
|
|
||
2015:
|
|
|
|
|
||||
First Quarter
|
|
$
|
36.26
|
|
|
$
|
22.31
|
|
Second Quarter
|
|
40.27
|
|
|
33.96
|
|
||
Third Quarter
|
|
36.77
|
|
|
26.78
|
|
||
Fourth Quarter
|
|
41.34
|
|
|
29.88
|
|
||
2016:
|
|
|
|
|
||||
First Quarter (through February 19, 2016)
|
|
$
|
33.01
|
|
|
$
|
20.84
|
|
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
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
|
|||
October 1 — October 31, 2015
|
|
7,304
|
|
|
$
|
33.77
|
|
|
—
|
|
—
|
November 1 — November 30, 2015
|
|
7,514
|
|
|
40.26
|
|
|
—
|
|
—
|
|
December 1 — December 31, 2015
|
|
4,781
|
|
|
37.00
|
|
|
—
|
|
—
|
|
Total
|
|
19,599
|
|
|
$
|
37.05
|
|
|
—
|
|
—
|
(1)
|
All of the shares repurchased were surrendered by employees to pay tax withholding upon the vesting of restricted stock awards and restricted stock units. These repurchases were not part of a publicly announced program to repurchase shares of our common stock.
|
•
|
$100 was invested in our common stock, the S&P 500 Index, the Philadelphia Oil/Exploration & Production Index (PHLX SIG) and our peer group on December 31, 2010 at the closing price on such date;
|
•
|
investment in our peer group was weighted based on the stock market capitalization of each individual company within the peer group at the beginning of the period; and
|
•
|
dividends were reinvested on the relevant payment dates.
|
Total Return Analysis
|
|
12/31/2010
|
|
|
12/31/2011
|
|
|
12/31/2012
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
||||||
Newfield Exploration Company
|
|
$
|
100.00
|
|
|
$
|
52.32
|
|
|
$
|
37.14
|
|
|
$
|
34.16
|
|
|
$
|
37.61
|
|
|
$
|
45.15
|
|
S&P 500 Index - Total Returns
|
|
100.00
|
|
|
102.11
|
|
|
118.45
|
|
|
156.82
|
|
|
178.28
|
|
|
180.75
|
|
||||||
PHLX SIG Oil Exploration & Production Index
|
|
100.00
|
|
|
90.94
|
|
|
84.64
|
|
|
107.12
|
|
|
76.81
|
|
|
42.18
|
|
||||||
New Peer Group
|
|
100.00
|
|
|
99.53
|
|
|
95.49
|
|
|
134.62
|
|
|
107.05
|
|
|
66.51
|
|
||||||
Prior Peer Group
|
|
100.00
|
|
|
93.94
|
|
|
90.35
|
|
|
129.72
|
|
|
87.17
|
|
|
51.55
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
(In millions, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Oil, gas and NGL revenues
(1)
|
|
$
|
1,557
|
|
|
$
|
2,288
|
|
|
$
|
1,857
|
|
|
$
|
1,562
|
|
|
$
|
1,824
|
|
|
Income (loss) from continuing operations
|
|
(3,362
|
)
|
|
650
|
|
|
73
|
|
|
(922
|
)
|
|
427
|
|
||||||
Net income (loss)
|
|
(3,362
|
)
|
|
900
|
|
|
147
|
|
|
(1,184
|
)
|
|
539
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
(21.18
|
)
|
|
$
|
4.71
|
|
|
$
|
0.39
|
|
|
$
|
(6.85
|
)
|
|
$
|
3.16
|
|
|
Diluted earnings (loss) per share
|
|
(21.18
|
)
|
|
6.52
|
|
|
0.94
|
|
|
(8.80
|
)
|
|
3.99
|
|
||||||
Weighted-average number of shares outstanding for diluted earnings (loss) per share
|
|
159
|
|
|
138
|
|
|
136
|
|
|
135
|
|
|
135
|
|
||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets
|
|
$
|
4,768
|
|
|
$
|
9,580
|
|
|
$
|
9,297
|
|
|
$
|
7,884
|
|
|
$
|
8,968
|
|
|
Long-term debt
|
|
2,467
|
|
|
2,874
|
|
|
3,670
|
|
|
3,017
|
|
|
2,983
|
|
•
|
domestic production increased
6%
over 2014 to
49.3
MMBOE, excluding approximately
7.7
Bcf of natural gas produced and consumed in operations;
|
•
|
domestic liquids production up
12%
over 2014;
|
•
|
net acres in SCOOP and STACK were approximately
315,000
acres;
|
•
|
lease operating expense for continuing operations, on a per BOE basis, decreased 21% year-over-year;
|
•
|
general and administrative expense for continuing operations, on a per BOE basis, decreased 6% year-over-year, despite approximately $40 million of one-time costs related to the reduction of our workforce and domestic restructuring costs incurred during the year;
|
•
|
net derivative asset of
$367 million
at December 31, 2015, $271 million of which relates to 2016 production;
|
•
|
25.3
million additional shares of common stock issued through a public equity offering, for net proceeds of approximately
$815
million, which were used primarily to repay all borrowings under our credit facility and money market lines of credit;
|
•
|
net proceeds from new debt issued through a public debt offering were used to redeem existing debt with a higher interest rate;
|
•
|
credit facility amended to increase the borrowing capacity by $400 million to $1.8 billion and extend the maturity date two years to 2020; and
|
•
|
domestic business restructured to better utilize resources and improve cost efficiencies.
|
•
|
maintain and prioritize liquidity preservation over reserve and production growth;
|
•
|
better align capital investments with cash flows from operations;
|
•
|
allocate the majority of capital to SCOOP and STACK; and
|
•
|
implement a plan to further reduce domestic per unit lease operating costs.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Production/Liftings:
|
|
|
|
|
|
|
||||||
Domestic:
(1)
|
|
|
|
|
|
|
||||||
Crude oil and condensate (MBbls)
|
|
21,346
|
|
|
18,547
|
|
|
14,200
|
|
|||
Natural gas (Bcf)
|
|
116.3
|
|
|
118.2
|
|
|
116.1
|
|
|||
NGLs (MBbls)
|
|
8,553
|
|
|
8,207
|
|
|
5,163
|
|
|||
Total (MBOE)
|
|
49,277
|
|
|
46,448
|
|
|
38,706
|
|
|||
China:
(2)
|
|
|
|
|
|
|
||||||
Crude oil and condensate (MBbls)
|
|
5,399
|
|
|
499
|
|
|
668
|
|
|||
Total continuing operations:
|
|
|
|
|
|
|
||||||
Crude oil and condensate (MBbls)
|
|
26,745
|
|
|
19,046
|
|
|
14,868
|
|
|||
Natural gas (Bcf)
|
|
116.3
|
|
|
118.2
|
|
|
116.1
|
|
|||
NGLs (MBbls)
|
|
8,553
|
|
|
8,207
|
|
|
5,163
|
|
|||
Total (MBOE)
|
|
54,676
|
|
|
46,946
|
|
|
39,374
|
|
|||
Average Realized Prices:
|
|
|
|
|
|
|
||||||
Domestic:
(3)
|
|
|
|
|
|
|
||||||
Crude oil and condensate (per Bbl)
|
|
$
|
39.89
|
|
|
$
|
80.40
|
|
|
$
|
86.21
|
|
Natural gas (per Mcf)
|
|
2.40
|
|
|
4.11
|
|
|
3.39
|
|
|||
NGLs (per Bbl)
|
|
18.40
|
|
|
32.04
|
|
|
30.74
|
|
|||
Crude oil equivalent (per BOE)
|
|
26.28
|
|
|
48.41
|
|
|
45.91
|
|
|||
China:
|
|
|
|
|
|
|
||||||
Crude oil and condensate (per Bbl)
|
|
$
|
48.50
|
|
|
$
|
78.52
|
|
|
$
|
103.19
|
|
Total continuing operations:
|
|
|
|
|
|
|
||||||
Crude oil and condensate (per Bbl)
|
|
$
|
41.63
|
|
|
$
|
80.35
|
|
|
$
|
86.97
|
|
Natural gas (per Mcf)
|
|
2.40
|
|
|
4.11
|
|
|
3.39
|
|
|||
NGLs (per Bbl)
|
|
18.40
|
|
|
32.04
|
|
|
30.74
|
|
|||
Crude oil equivalent (per BOE)
|
|
28.48
|
|
|
48.73
|
|
|
46.88
|
|
(1)
|
Excludes natural gas produced and consumed in operations of
7.7
Bcf in 2015, 8.5 Bcf in 2014 and 8.1 Bcf in 2013.
|
(2)
|
Represents our net share of volumes sold regardless of when produced.
|
(3)
|
Had we included the realized effects of derivative contracts, the domestic average realized prices would have been as follows:
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Crude oil and condensate (per Bbl)
|
|
$
|
57.48
|
|
|
$
|
80.23
|
|
|
$
|
85.77
|
|
Natural gas (per Mcf)
|
|
3.51
|
|
|
3.81
|
|
|
3.97
|
|
|
|
Unit-of-Production
|
|
Total Amount
|
||||||||||||||||||
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||
|
|
(Per BOE)
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
4.69
|
|
|
$
|
6.44
|
|
|
(27
|
)%
|
|
$
|
231
|
|
|
$
|
299
|
|
|
(23
|
)%
|
Transportation and processing
|
|
4.29
|
|
|
3.74
|
|
|
15
|
%
|
|
212
|
|
|
174
|
|
|
22
|
%
|
||||
Production and other taxes
|
|
0.91
|
|
|
2.26
|
|
|
(60
|
)%
|
|
45
|
|
|
105
|
|
|
(57
|
)%
|
||||
Depreciation, depletion and amortization
|
|
15.31
|
|
|
18.46
|
|
|
(17
|
)%
|
|
754
|
|
|
857
|
|
|
(12
|
)%
|
||||
General and administrative
|
|
4.80
|
|
|
4.78
|
|
|
—
|
%
|
|
237
|
|
|
221
|
|
|
7
|
%
|
||||
Ceiling test and other impairments
|
|
97.13
|
|
|
—
|
|
|
100
|
%
|
|
4,786
|
|
|
—
|
|
|
100
|
%
|
||||
Other
|
|
0.19
|
|
|
0.53
|
|
|
(64
|
)%
|
|
9
|
|
|
25
|
|
|
(63
|
)%
|
||||
Total operating expenses
|
|
127.32
|
|
|
36.21
|
|
|
>100%
|
|
|
6,274
|
|
|
1,681
|
|
|
>100%
|
|
||||
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
10.07
|
|
|
$
|
24.05
|
|
|
(58
|
)%
|
|
$
|
54
|
|
|
$
|
12
|
|
|
>100%
|
|
Production and other taxes
|
|
0.15
|
|
|
11.20
|
|
|
(99
|
)%
|
|
1
|
|
|
6
|
|
|
(85
|
)%
|
||||
Depreciation, depletion and amortization
|
|
30.09
|
|
|
25.87
|
|
|
16
|
%
|
|
163
|
|
|
13
|
|
|
>100%
|
|
||||
General and administrative
|
|
1.31
|
|
|
1.11
|
|
|
18
|
%
|
|
7
|
|
|
1
|
|
|
>100%
|
|
||||
Ceiling test impairment
|
|
21.84
|
|
|
—
|
|
|
100
|
%
|
|
118
|
|
|
—
|
|
|
100
|
%
|
||||
Other
|
|
0.21
|
|
|
—
|
|
|
100
|
%
|
|
1
|
|
|
—
|
|
|
100
|
%
|
||||
Total operating expenses
|
|
63.67
|
|
|
62.23
|
|
|
2
|
%
|
|
344
|
|
|
32
|
|
|
>100%
|
|
||||
Total Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
5.22
|
|
|
$
|
6.62
|
|
|
(21
|
)%
|
|
$
|
285
|
|
|
$
|
311
|
|
|
(8
|
)%
|
Transportation and processing
|
|
3.87
|
|
|
3.70
|
|
|
5
|
%
|
|
212
|
|
|
174
|
|
|
22
|
%
|
||||
Production and other taxes
|
|
0.84
|
|
|
2.36
|
|
|
(64
|
)%
|
|
46
|
|
|
111
|
|
|
(59
|
)%
|
||||
Depreciation, depletion and amortization
|
|
16.77
|
|
|
18.53
|
|
|
(9
|
)%
|
|
917
|
|
|
870
|
|
|
5
|
%
|
||||
General and administrative
|
|
4.46
|
|
|
4.74
|
|
|
(6
|
)%
|
|
244
|
|
|
222
|
|
|
9
|
%
|
||||
Ceiling test and other impairments
|
|
89.69
|
|
|
—
|
|
|
100
|
%
|
|
4,904
|
|
|
—
|
|
|
100
|
%
|
||||
Other
|
|
0.19
|
|
|
0.53
|
|
|
(64
|
)%
|
|
10
|
|
|
25
|
|
|
(58
|
)%
|
||||
Total operating expenses
|
|
121.04
|
|
|
36.48
|
|
|
>100%
|
|
|
6,618
|
|
|
1,713
|
|
|
>100%
|
|
•
|
Lease operating expenses (LOE) decreased 27% on a per BOE basis primarily due to lower service costs and higher production volumes. Service costs declined primarily in the Uinta and Anadarko basins period over period due to our increased focus on cost-reduction initiatives combined with downward service cost pressures in the industry due to lower oil and natural gas prices.
|
•
|
Transportation and processing expense increased 15% on a per BOE basis primarily due to the increase in combined gas and NGL volumes in SCOOP and STACK, which are subject to higher processing fees related to liquids-rich gas production.
|
•
|
Production and other taxes on a per BOE basis decreased 60% year-over-year primarily due to lower revenues, and a higher percent of our 2015 production derived from areas with lower production tax rates. Additional decreases were due to enhanced recovery credits and tax incentives for stripper wells for our Uinta Basin assets, which includes $
7 million
of credits that relates to prior years (see "
Reclassifications and Out-of-Period Adjustments
" in Note
1
to our consolidated financial statements in Item 8 of this report). Excluding the impact of these additional tax incentive recoveries, production and other taxes as a percent of total revenue were 4.0% and 4.7% for the years ended December 31, 2015 and 2014, respectively.
|
•
|
Depreciation, depletion and amortization (DD&A) decreased 17% on a per BOE basis primarily due to the impact of
$4.8 billion
non-cash ceiling test impairments recorded in 2015. We expect a further decrease in the first quarter of 2016 as a result of the impairment recorded effective December 31, 2015.
|
•
|
General and administrative expense (G&A) increased 7% primarily as a result of reduced capitalization of direct internal costs, workforce reductions, organization restructuring and stock-based compensation programs. Excluding these items that affect comparability, gross G&A costs decreased 15% year-over-year primarily due to cost savings initiatives including a more than
20%
reduction of our workforce. The following table presents information regarding G&A expenses for our domestic operations:
|
|
|
Unit-of-Production
|
|
Total Amount
|
||||||||||||||||||
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||||||||
|
|
(Per BOE)
|
|
|
|
(In millions)
|
|
|
||||||||||||||
G&A expense (net of amounts capitalized)
|
|
$
|
4.80
|
|
|
$
|
4.78
|
|
|
—
|
%
|
|
$
|
237
|
|
|
$
|
221
|
|
|
7
|
%
|
Capitalized direct internal costs
(1)
|
|
1.52
|
|
|
2.90
|
|
|
(48
|
)%
|
|
75
|
|
|
135
|
|
|
(45
|
)%
|
||||
Gross G&A expense
|
|
6.32
|
|
|
7.68
|
|
|
(18
|
)%
|
|
312
|
|
|
356
|
|
|
(13
|
)%
|
||||
Other items:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reduction in workforce and restructuring
(2)
|
|
(0.77
|
)
|
|
—
|
|
|
(100
|
)%
|
|
(39
|
)
|
|
—
|
|
|
(100
|
)%
|
||||
SVAP program
(3)
|
|
0.05
|
|
|
(0.71
|
)
|
|
>100%
|
|
|
3
|
|
|
(33
|
)
|
|
>100%
|
|
||||
Total
|
|
5.60
|
|
|
6.97
|
|
|
(20
|
)%
|
|
276
|
|
|
323
|
|
|
(15
|
)%
|
(1)
|
Capitalized direct internal costs decrease is consistent with the reduced exploration and development activities in the Uinta, Williston and Maverick basins during 2015.
|
(2)
|
Includes severance costs for workforce reductions in early 2015, as well as office-lease abandonment and other organizational restructuring costs related to the consolidation of our Denver and Houston offices in 2015.
|
(3)
|
SVAP Program decrease is associated with the decrease in the estimated fair value of the liability for our Stockholder Value Appreciation Program (SVAP), which ended December 31, 2015. During 2014, three thresholds were achieved that resulted in payments to employees.
|
•
|
During 2015, we recorded non-cash ceiling test impairments of
$4.8 billion
due to a net decrease in the discounted value of our proved reserves. The decrease primarily resulted from a
47%
decrease in crude oil SEC pricing and a
40%
decrease in natural gas SEC pricing since December 31, 2014. These commodity price decreases were partially offset by the impact of current service cost reductions on our cash flow estimates. Additionally during the first quarter of 2015, we recorded a $4 million rig impairment associated with our decision to indefinitely lay down both of our company-owned drilling rigs in the Uinta Basin.
|
•
|
Other operating expense decreased $16 million primarily due to equipment inventory impairments and legal settlements recorded in 2014.
|
|
|
Unit-of-Production
|
|
Total Amount
|
||||||||||||||||||
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|||||||||||||
|
|
(Per BOE)
|
|
|
|
(In millions)
|
|
|
|
|||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
6.44
|
|
|
$
|
6.85
|
|
|
(6
|
)%
|
|
$
|
299
|
|
|
$
|
266
|
|
|
13
|
%
|
Transportation and processing
|
|
3.74
|
|
|
3.54
|
|
|
6
|
%
|
|
174
|
|
|
137
|
|
|
27
|
%
|
||||
Production and other taxes
|
|
2.26
|
|
|
1.73
|
|
|
31
|
%
|
|
105
|
|
|
67
|
|
|
57
|
%
|
||||
Depreciation, depletion and amortization
|
|
18.46
|
|
|
17.25
|
|
|
7
|
%
|
|
857
|
|
|
668
|
|
|
28
|
%
|
||||
General and administrative
|
|
4.78
|
|
|
5.67
|
|
|
(16
|
)%
|
|
221
|
|
|
219
|
|
|
1
|
%
|
||||
Other
|
|
0.53
|
|
|
0.34
|
|
|
56
|
%
|
|
25
|
|
|
13
|
|
|
90
|
%
|
||||
Total operating expenses
|
|
36.21
|
|
|
35.38
|
|
|
2
|
%
|
|
1,681
|
|
|
1,370
|
|
|
23
|
%
|
||||
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
24.05
|
|
|
$
|
11.99
|
|
|
>100%
|
|
|
$
|
12
|
|
|
$
|
8
|
|
|
51
|
%
|
Production and other taxes
|
|
11.20
|
|
|
17.82
|
|
|
(37
|
)%
|
|
6
|
|
|
12
|
|
|
(53
|
)%
|
||||
Depreciation, depletion and amortization
|
|
25.87
|
|
|
26.47
|
|
|
(2
|
)%
|
|
13
|
|
|
17
|
|
|
(27
|
)%
|
||||
General and administrative
|
|
1.11
|
|
|
—
|
|
|
100
|
%
|
|
1
|
|
|
—
|
|
|
100
|
%
|
||||
Total operating expenses
|
|
62.23
|
|
|
56.28
|
|
|
11
|
%
|
|
32
|
|
|
37
|
|
|
(17
|
)%
|
||||
Total Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
6.62
|
|
|
$
|
6.94
|
|
|
(5
|
)%
|
|
$
|
311
|
|
|
$
|
274
|
|
|
14
|
%
|
Transportation and processing
|
|
3.70
|
|
|
3.48
|
|
|
6
|
%
|
|
174
|
|
|
137
|
|
|
27
|
%
|
||||
Production and other taxes
|
|
2.36
|
|
|
2.00
|
|
|
18
|
%
|
|
111
|
|
|
79
|
|
|
40
|
%
|
||||
Depreciation, depletion and amortization
|
|
18.53
|
|
|
17.41
|
|
|
6
|
%
|
|
870
|
|
|
685
|
|
|
27
|
%
|
||||
General and administrative
|
|
4.74
|
|
|
5.57
|
|
|
(15
|
)%
|
|
222
|
|
|
219
|
|
|
2
|
%
|
||||
Other
|
|
0.53
|
|
|
0.33
|
|
|
61
|
%
|
|
25
|
|
|
13
|
|
|
89
|
%
|
||||
Total operating expenses
|
|
36.48
|
|
|
35.73
|
|
|
2
|
%
|
|
1,713
|
|
|
1,407
|
|
|
22
|
%
|
•
|
Lease operating expenses decreased 6% on a per BOE basis. Higher production volumes, coupled with flat year-over-year well repair costs in all areas, generated approximately 60% of the per BOE reduction. The remaining decrease relates primarily to successful water and compression cost management initiatives in our Williston Basin, Arkoma and Eagle Ford plays.
|
•
|
Transportation and processing expense increased 6% on a per BOE basis primarily due to a 59% increase in NGL volumes processed during 2014.
|
•
|
Production and other taxes as a percent of revenue increased 1%. Approximately one-half of this increase was the result of higher tax incentives as well as an ad valorem tax adjustment in 2013. The remaining increase, on a percent of revenue basis, was primarily due to the significant growth of our Williston Basin production, which is subject to a higher production tax rate. On a per BOE basis, the increase was driven by increased liquids production as a percent of total production and the associated increase in average revenue per BOE from $45.91 for the year ended December 31, 2013 to $48.41 for the year ended December 31, 2014.
|
•
|
Depreciation, depletion and amortization increased 28% primarily due to the 20% increase in production volumes in 2014 compared to 2013, combined with a 7% increase in the cost per unit of production. The increased cost per unit of production is primarily due to the transfer of approximately $760 million of unevaluated property costs into the full cost pool amortization base during the year. The majority of the costs were transferred in the fourth quarter in response to the significant decrease in oil and natural gas prices and the resulting impact on our future development plans.
|
•
|
General and administrative expense on a per BOE basis decreased 16% primarily due to increased production in 2014 as compared to 2013. G&A expense was flat year-over-year as increased employee-related expenses in 2014 were offset by higher capitalization of direct internal costs. Employee-related expenses increased by $32 million for stock-based compensation, primarily due to our Stockholder Value Appreciation Program, which achieved three payout targets in 2014 compared to one in 2013 (see Note
14
, "Stock-Based Compensation," to our consolidated financial statements in Item 8 of this report). The increase in stock-based compensation expense was partially offset by a decrease of $13 million in labor-related costs associated primarily with the centralization of certain functions during the second half of 2013. For the year ended December 31, 2014, we capitalized $135 million ($2.90 per BOE) of direct internal costs as compared to $107 million ($2.77 per BOE) during the comparable period of 2013. This increase is primarily due to a higher portion of the costs associated with stock-based liability awards earned by employees who are directly involved with our exploration and development activities.
|
•
|
Other operating expense increased $12 million primarily due to equipment inventory value impairments and legal settlements during 2014 as compared to 2013.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Gross interest expense:
|
|
|
|
|
|
|
||||||
Credit arrangements
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
11
|
|
Senior notes
|
|
132
|
|
|
101
|
|
|
101
|
|
|||
Senior subordinated notes
|
|
21
|
|
|
89
|
|
|
93
|
|
|||
Other
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Total gross interest expense
|
|
164
|
|
|
200
|
|
|
205
|
|
|||
Capitalized interest
|
|
(33
|
)
|
|
(53
|
)
|
|
(53
|
)
|
|||
Net interest expense
|
|
$
|
131
|
|
|
$
|
147
|
|
|
$
|
152
|
|
|
Positions Settled in 2015
|
|
Positions Settling in 2016 and Thereafter
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Net derivative asset at December 31, 2014
|
$
|
423
|
|
|
$
|
190
|
|
|
$
|
613
|
|
Settled positions
(1)
|
(423
|
)
|
|
—
|
|
|
(423
|
)
|
|||
Change in fair value of remaining positions
|
—
|
|
|
177
|
|
|
177
|
|
|||
Total unrealized gain (loss)
|
(423
|
)
|
|
177
|
|
|
(246
|
)
|
|||
Net derivative asset (liability) at December 31, 2015
|
$
|
—
|
|
|
$
|
367
|
|
|
$
|
367
|
|
(1)
|
Represents the fair value included in the net derivative asset as of December 31, 2014 that have settled during 2015. Actual settlement amounts differ due to the changes in the fair value of the positions between the balance sheet date and the settlement date and are reflected in the realized gain (loss) noted in Note
4
, "Derivative Financial Instruments".
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
|
|
(In millions)
|
|
|
||||||
Total income (loss) before income taxes
|
|
$
|
(4,865
|
)
|
|
$
|
(82
|
)
|
|
$
|
(4,947
|
)
|
U.S. federal statutory tax rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Tax expense at statutory tax rate
|
|
(1,703
|
)
|
|
(29
|
)
|
|
(1,732
|
)
|
|||
State and local income taxes, net of tax effect
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||
Change in valuation allowances
|
|
202
|
|
|
13
|
|
|
215
|
|
|||
Foreign tax on foreign earnings
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||
Other
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Total provision (benefit) for income taxes
|
|
$
|
(1,548
|
)
|
|
$
|
(37
|
)
|
|
$
|
(1,585
|
)
|
Effective tax rate
|
|
32
|
%
|
|
45
|
%
|
|
32
|
%
|
|
|
2014
|
|
2013
|
||||
Production/Liftings:
(1)
|
|
|
|
|
||||
Crude oil and condensate (MBbls)
|
|
822
|
|
|
7,510
|
|
||
Natural gas (Bcf)
|
|
—
|
|
|
0.5
|
|
||
Total (MBOE)
|
|
822
|
|
|
7,600
|
|
||
Average Realized Prices:
|
|
|
|
|
||||
Crude oil and condensate (per Bbl)
|
|
$
|
109.86
|
|
|
$
|
109.20
|
|
Natural gas (per Mcf)
|
|
—
|
|
|
3.65
|
|
||
Crude oil equivalent (per BOE)
|
|
109.86
|
|
|
108.17
|
|
(1)
|
Represents our net share of volumes sold regardless of when produced.
|
|
|
Unit-of-Production
|
|
Total Amount
|
||||||||||||||||||
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
|
Year Ended
December 31,
|
|
Percentage
Increase
(Decrease)
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|||||||||||||
|
|
(Per BOE)
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Lease operating
|
|
$
|
13.76
|
|
|
$
|
15.39
|
|
|
(11
|
)%
|
|
$
|
11
|
|
|
$
|
117
|
|
|
(90
|
)%
|
Production and other taxes
|
|
31.16
|
|
|
35.85
|
|
|
(13
|
)%
|
|
25
|
|
|
272
|
|
|
(91
|
)%
|
||||
Depreciation, depletion and amortization
|
|
39.30
|
|
|
32.17
|
|
|
22
|
%
|
|
33
|
|
|
245
|
|
|
(87
|
)%
|
||||
General and administrative
|
|
—
|
|
|
2.31
|
|
|
(100
|
)%
|
|
—
|
|
|
18
|
|
|
(100
|
)%
|
||||
Total operating expenses
|
|
84.22
|
|
|
85.71
|
|
|
(2
|
)%
|
|
69
|
|
|
652
|
|
|
(89
|
)%
|
•
|
issued
25.3
million additional shares of common stock through a public equity offering and received net proceeds of approximately
$815
million in the first quarter of 2015, which were used primarily to repay all borrowings under our credit facility and money market lines of credit;
|
•
|
issued
$700 million
5⅜% Senior Notes due 2026 through a public debt offering and received net proceeds of
$691
million in March 2015. In April 2015, we used these proceeds and cash on hand to redeem the
$700 million
aggregate principal of our 6⅞% Senior Subordinated Notes due 2020; and
|
•
|
amended our credit facility in March 2015 to increase the borrowing capacity from
$1.4 billion
to
$1.8 billion
and extend the maturity date from June 2018 to June 2020.
|
•
|
issued 25.3 million additional shares of common stock through a public equity offering and received net proceeds of approximately $815 million, which were used primarily to repay all borrowings under our credit facility and money market lines of credit; and
|
•
|
issued $700 million 5⅜% Senior Notes due 2026 through a public debt offering and received net proceeds of $691 million in March 2015. In April 2015, we used the proceeds and cash on hand to redeem our $700 million aggregate principal of our 6⅞% Senior Subordinated Notes due 2020.
|
•
|
During 2014, we redeemed our $600 million aggregate principal of 7⅛% Senior Subordinated Notes due 2018 using the proceeds from the sale of our Granite Wash assets.
|
|
Twelve Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Continuing operations:
|
|
|
|
||||
Exploration and development (exclusive of leasehold)
|
$
|
1,112
|
|
|
$
|
1,757
|
|
Acquisitions
|
128
|
|
|
33
|
|
||
Leasing proved and unproved property (leasehold)
|
176
|
|
|
119
|
|
||
Pipeline spending
|
3
|
|
|
9
|
|
||
Total continuing operations
|
1,419
|
|
|
1,918
|
|
||
Discontinued operations
|
—
|
|
|
12
|
|
||
Total
|
$
|
1,419
|
|
|
$
|
1,930
|
|
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market lines of credit
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
5¾% Senior Notes due 2022
|
|
750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|||||||
5⅝% Senior Notes due 2024
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||||
5
⅜% Senior Notes due 2026
|
|
700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|||||||
Total long-term debt
|
|
2,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
2,450
|
|
|||||||
Other obligations
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest payments
|
|
1,185
|
|
|
138
|
|
|
138
|
|
|
138
|
|
|
137
|
|
|
137
|
|
|
497
|
|
|||||||
Asset retirement obligations
|
|
194
|
|
|
2
|
|
|
3
|
|
|
12
|
|
|
3
|
|
|
3
|
|
|
171
|
|
|||||||
Operating leases and other
(2)
|
|
308
|
|
|
112
|
|
|
63
|
|
|
31
|
|
|
27
|
|
|
24
|
|
|
51
|
|
|||||||
Firm transportation
|
|
337
|
|
|
88
|
|
|
84
|
|
|
67
|
|
|
54
|
|
|
20
|
|
|
24
|
|
|||||||
Total other obligations
|
|
2,024
|
|
|
340
|
|
|
288
|
|
|
248
|
|
|
221
|
|
|
184
|
|
|
743
|
|
|||||||
Total contractual obligations
|
|
$
|
4,513
|
|
|
$
|
340
|
|
|
$
|
288
|
|
|
$
|
248
|
|
|
$
|
221
|
|
|
$
|
223
|
|
|
$
|
3,193
|
|
(1)
|
Excludes assets and liabilities associated with our derivative contracts, which are dependent on the commodity price at the time of the contract settlement. For a discussion regarding our derivative contracts, see Note
4
, "Derivative Financial Instruments," to our consolidated financial statements in Item 8 of this report.
|
(2)
|
Includes agreements for office space, drilling rigs and other equipment, as well as certain service contracts. The majority of these obligations are related to contracts for office space and drilling rigs and are included at the gross contractual value. Due to our various working interests where the drilling rig contracts will be utilized, it is not feasible to estimate a net contractual obligation. Net payments under these contracts are accounted for as capital additions to our oil and gas properties and could be less than the gross obligation disclosed.
|
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|||||||
Natural gas (MMMBtus)
|
|
20,285
|
|
|
20,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oil (MBbls)
(1)
|
|
98,863
|
|
|
13,117
|
|
|
13,870
|
|
|
13,870
|
|
|
13,870
|
|
|
10,056
|
|
|
34,080
|
|
(1)
|
Our oil delivery commitments are with two Salt Lake City, Utah refiners and relate to our Uinta Basin production. One delivery commitment is for approximately
18,000
barrels of oil per day through 2020. The second commitment is for
15,000
barrels of oil per day in January 2016, increasing to
20,000
barrels of oil per day by the end of the third quarter 2016, and continues at that level through August 2025.
|
|
|
Fixed Rate Debt
|
|
Variable Rate Debt
|
||||
|
|
(In millions)
|
||||||
Revolving credit facility and money market lines of credit
|
|
$
|
—
|
|
|
$
|
39
|
|
5¾% Senior Notes due 2022
|
|
750
|
|
|
—
|
|
||
5⅝% Senior Notes due 2024
|
|
1,000
|
|
|
—
|
|
||
5⅜% Senior Notes due 2026
|
|
700
|
|
|
—
|
|
||
|
|
$
|
2,450
|
|
|
$
|
39
|
|
|
Page
|
|
|
|
Lee K. Boothby
|
|
Lawrence S. Massaro
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5
|
|
|
$
|
14
|
|
Accounts receivable, net
|
|
262
|
|
|
439
|
|
||
Inventories
|
|
34
|
|
|
33
|
|
||
Derivative assets
|
|
284
|
|
|
431
|
|
||
Other current assets
|
|
40
|
|
|
23
|
|
||
Total current assets
|
|
625
|
|
|
940
|
|
||
Oil and gas properties, net — full cost method ($780 and $677 were excluded from amortization at December 31, 2015 and 2014, respectively)
|
|
3,819
|
|
|
8,232
|
|
||
Other property and equipment, net
|
|
172
|
|
|
182
|
|
||
Derivative assets
|
|
105
|
|
|
190
|
|
||
Long-term investments
|
|
20
|
|
|
26
|
|
||
Other assets
|
|
27
|
|
|
10
|
|
||
Total assets
|
|
$
|
4,768
|
|
|
$
|
9,580
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
41
|
|
|
$
|
32
|
|
Accrued liabilities
|
|
533
|
|
|
880
|
|
||
Advances from joint owners
|
|
58
|
|
|
34
|
|
||
Asset retirement obligations
|
|
2
|
|
|
3
|
|
||
Derivative liabilities
|
|
13
|
|
|
8
|
|
||
Deferred taxes
|
|
—
|
|
|
144
|
|
||
Total current liabilities
|
|
647
|
|
|
1,101
|
|
||
Other liabilities
|
|
48
|
|
|
45
|
|
||
Derivative liabilities
|
|
9
|
|
|
—
|
|
||
Long-term debt
|
|
2,467
|
|
|
2,874
|
|
||
Asset retirement obligations
|
|
192
|
|
|
183
|
|
||
Deferred taxes
|
|
26
|
|
|
1,484
|
|
||
Total long-term liabilities
|
|
2,742
|
|
|
4,586
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock ($0.01 par value, 5,000,000 shares authorized; no shares issued)
|
|
—
|
|
|
—
|
|
||
Common stock ($0.01 par value, 300,000,000 and 200,000,000 shares authorized at December 31, 2015 and 2014, respectively; 164,102,786 and 137,603,643 shares issued at December 31, 2015 and 2014, respectively)
|
|
2
|
|
|
1
|
|
||
Additional paid-in capital
|
|
2,436
|
|
|
1,576
|
|
||
Treasury stock (at cost, 612,469 and 275,069 shares at December 31, 2015 and 2014, respectively)
|
|
(22
|
)
|
|
(10
|
)
|
||
Accumulated other comprehensive gain (loss)
|
|
(2
|
)
|
|
(1
|
)
|
||
Retained earnings (deficit)
|
|
(1,035
|
)
|
|
2,327
|
|
||
Total stockholders’ equity
|
|
1,379
|
|
|
3,893
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
4,768
|
|
|
$
|
9,580
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Oil, gas and NGL revenues
|
|
$
|
1,557
|
|
|
$
|
2,288
|
|
|
$
|
1,857
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
285
|
|
|
311
|
|
|
274
|
|
|||
Transportation and processing
|
|
212
|
|
|
174
|
|
|
137
|
|
|||
Production and other taxes
|
|
46
|
|
|
111
|
|
|
79
|
|
|||
Depreciation, depletion and amortization
|
|
917
|
|
|
870
|
|
|
685
|
|
|||
General and administrative
|
|
244
|
|
|
222
|
|
|
219
|
|
|||
Ceiling test and other impairments
|
|
4,904
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
10
|
|
|
25
|
|
|
13
|
|
|||
Total operating expenses
|
|
6,618
|
|
|
1,713
|
|
|
1,407
|
|
|||
Income (loss) from operations
|
|
(5,061
|
)
|
|
575
|
|
|
450
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(164
|
)
|
|
(200
|
)
|
|
(205
|
)
|
|||
Capitalized interest
|
|
33
|
|
|
53
|
|
|
53
|
|
|||
Commodity derivative income (expense)
|
|
259
|
|
|
610
|
|
|
(97
|
)
|
|||
Other, net
|
|
(14
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Total other income (expense)
|
|
114
|
|
|
457
|
|
|
(249
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before income taxes
|
|
(4,947
|
)
|
|
1,032
|
|
|
201
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax provision (benefit):
|
|
|
|
|
|
|
||||||
Current
|
|
17
|
|
|
5
|
|
|
(2
|
)
|
|||
Deferred
|
|
(1,602
|
)
|
|
377
|
|
|
130
|
|
|||
Total income tax provision (benefit)
|
|
(1,585
|
)
|
|
382
|
|
|
128
|
|
|||
Income (loss) from continuing operations
|
|
(3,362
|
)
|
|
650
|
|
|
73
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
250
|
|
|
74
|
|
|||
Net income (loss)
|
|
$
|
(3,362
|
)
|
|
$
|
900
|
|
|
$
|
147
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(21.18
|
)
|
|
$
|
4.76
|
|
|
$
|
0.39
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
1.83
|
|
|
0.55
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(21.18
|
)
|
|
$
|
6.59
|
|
|
$
|
0.94
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(21.18
|
)
|
|
$
|
4.71
|
|
|
$
|
0.39
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
1.81
|
|
|
0.55
|
|
|||
Diluted earnings (loss) per share
|
|
$
|
(21.18
|
)
|
|
$
|
6.52
|
|
|
$
|
0.94
|
|
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding for basic earnings
(loss) per share |
|
159
|
|
|
137
|
|
|
135
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding for diluted earnings
(loss) per share |
|
159
|
|
|
138
|
|
|
136
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
|
$
|
(3,362
|
)
|
|
$
|
900
|
|
|
$
|
147
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments, net of tax of $0 for the years ended December 31, 2015 and 2014, and ($3) for the year ended December 31, 2013
|
|
—
|
|
|
—
|
|
|
7
|
|
|||
Unrealized gain (loss) on post-retirement benefits, net of tax of $0 for the year ended December 31, 2015, $2 for the year ended December 31, 2014, and ($1) for the year ended December 31, 2013
|
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(1
|
)
|
|
(3
|
)
|
|
9
|
|
|||
Comprehensive income (loss)
|
|
$
|
(3,363
|
)
|
|
$
|
897
|
|
|
$
|
156
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(3,362
|
)
|
|
$
|
900
|
|
|
$
|
147
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
|
917
|
|
|
903
|
|
|
930
|
|
|||
Deferred tax provision (benefit)
|
|
(1,602
|
)
|
|
509
|
|
|
143
|
|
|||
Stock-based compensation
|
|
25
|
|
|
28
|
|
|
43
|
|
|||
Unrealized (gain) loss on derivative contracts
|
|
246
|
|
|
(649
|
)
|
|
157
|
|
|||
Gain on sale of Malaysia business
|
|
—
|
|
|
(373
|
)
|
|
—
|
|
|||
Ceiling test and other impairment
|
|
4,904
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
43
|
|
|
21
|
|
|
14
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
|
83
|
|
|
47
|
|
|
(62
|
)
|
|||
(Increase) decrease in inventories
|
|
(2
|
)
|
|
—
|
|
|
(11
|
)
|
|||
(Increase) decrease in other current assets
|
|
(17
|
)
|
|
(30
|
)
|
|
12
|
|
|||
(Increase) decrease in other assets
|
|
(8
|
)
|
|
2
|
|
|
6
|
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
(45
|
)
|
|
21
|
|
|
74
|
|
|||
Increase (decrease) in advances from joint owners
|
|
24
|
|
|
5
|
|
|
(1
|
)
|
|||
Increase (decrease) in other liabilities
|
|
3
|
|
|
3
|
|
|
(7
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
1,209
|
|
|
1,387
|
|
|
1,445
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Additions to oil and gas properties
|
|
(1,607
|
)
|
|
(2,064
|
)
|
|
(1,987
|
)
|
|||
Acquisitions of oil and gas properties
|
|
(125
|
)
|
|
(33
|
)
|
|
(72
|
)
|
|||
Proceeds from sales of oil and gas properties
|
|
90
|
|
|
620
|
|
|
36
|
|
|||
Proceeds received from sale of Malaysia business, net
|
|
—
|
|
|
809
|
|
|
—
|
|
|||
Additions to other property and equipment
|
|
(13
|
)
|
|
(31
|
)
|
|
(36
|
)
|
|||
Redemptions of investments
|
|
—
|
|
|
39
|
|
|
1
|
|
|||
Proceeds from insurance settlement, net
|
|
57
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(1,598
|
)
|
|
(660
|
)
|
|
(2,058
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from borrowings under credit arrangements
|
|
1,908
|
|
|
2,949
|
|
|
3,263
|
|
|||
Repayments of borrowings under credit arrangements
|
|
(2,315
|
)
|
|
(3,152
|
)
|
|
(2,614
|
)
|
|||
Proceeds from issuance of senior notes
|
|
691
|
|
|
—
|
|
|
—
|
|
|||
Repayment of senior subordinated notes
|
|
(700
|
)
|
|
(600
|
)
|
|
—
|
|
|||
Debt issue costs
|
|
(8
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Proceeds from issuances of common stock, net
|
|
819
|
|
|
6
|
|
|
1
|
|
|||
Repurchase of preferred shares of subsidiary
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Purchases of treasury stock, net
|
|
(12
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|||
Other
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
380
|
|
|
(808
|
)
|
|
620
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(9
|
)
|
|
(81
|
)
|
|
7
|
|
|||
Cash and cash equivalents, beginning of period
|
|
14
|
|
|
95
|
|
|
88
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
5
|
|
|
$
|
14
|
|
|
$
|
95
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital |
|
Retained
Earnings (Deficit) |
|
Accumulated Other Comprehensive Gain (Loss)
|
|
Total
Stockholders’ Equity |
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, December 31, 2012
|
|
136.5
|
|
|
$
|
1
|
|
|
(1.2
|
)
|
|
$
|
(36
|
)
|
|
$
|
1,522
|
|
|
$
|
1,300
|
|
|
$
|
(7
|
)
|
|
$
|
2,780
|
|
Issuances of common stock
|
|
0.2
|
|
|
—
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
45
|
|
||||||||||||
Treasury stock, net
|
|
|
|
|
|
0.7
|
|
|
23
|
|
|
(29
|
)
|
|
|
|
|
|
(6
|
)
|
||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
147
|
|
|
|
|
147
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
9
|
|
||||||||||||
Repurchase of preferred shares of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
(20
|
)
|
||||||||||||
Balance, December 31, 2013
|
|
136.7
|
|
|
1
|
|
|
(0.5
|
)
|
|
(13
|
)
|
|
1,539
|
|
|
1,427
|
|
|
2
|
|
|
2,956
|
|
||||||
Issuances of common stock
|
|
0.9
|
|
|
—
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
6
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
45
|
|
||||||||||||
Treasury stock, net
|
|
|
|
|
|
0.2
|
|
|
3
|
|
|
(14
|
)
|
|
|
|
|
|
(11
|
)
|
||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
900
|
|
|
|
|
900
|
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||||||||
Balance, December 31, 2014
|
|
137.6
|
|
|
1
|
|
|
(0.3
|
)
|
|
(10
|
)
|
|
1,576
|
|
|
2,327
|
|
|
(1
|
)
|
|
3,893
|
|
||||||
Issuances of common stock
|
|
26.5
|
|
|
1
|
|
|
|
|
|
|
818
|
|
|
|
|
|
|
819
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
|
|
|
42
|
|
||||||||||||
Treasury stock, net
|
|
|
|
|
|
(0.3
|
)
|
|
(12
|
)
|
|
—
|
|
|
|
|
|
|
(12
|
)
|
||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
(3,362
|
)
|
|
|
|
(3,362
|
)
|
||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||||||
Balance, December 31, 2015
|
|
164.1
|
|
|
$
|
2
|
|
|
(0.6
|
)
|
|
$
|
(22
|
)
|
|
$
|
2,436
|
|
|
$
|
(1,035
|
)
|
|
$
|
(2
|
)
|
|
$
|
1,379
|
|
1
.
|
Organization and Summary of Significant Accounting Policies
|
•
|
the present value (
10%
per annum discount rate) of estimated future net revenues from proved reserves using oil, natural gas and NGL reserve estimation requirements, which require use of the unweighted average first-day-of-the-month commodity prices for the prior 12 months (SEC pricing), adjusted for market differentials, applicable to our reserves (including the effects of derivative contracts that are designated for hedge accounting, if any); plus
|
•
|
the costs of properties not included in the costs being amortized, if any; less
|
•
|
related income tax effects.
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Revenue
|
|
$
|
94
|
|
|
$
|
155
|
|
Joint interest
|
|
125
|
|
|
230
|
|
||
Other
|
|
59
|
|
|
70
|
|
||
Reserve for doubtful accounts
|
|
(16
|
)
|
|
(16
|
)
|
||
Total accounts receivable, net
|
|
$
|
262
|
|
|
$
|
439
|
|
3
.
|
Inventories
|
4
.
|
Derivative Financial Instruments
|
•
|
Fixed-price swaps.
With respect to a swap position, the counterparty is required to make a payment to us if the settlement price for any settlement period is less than the swap strike price, and we are required to make a payment to the counterparty if the settlement price for any settlement period is greater than the swap strike price.
|
•
|
Collars (combination of purchased put options (floor) and sold call options (ceiling))
. For a collar position, the counterparty is required to make a payment to us if the settlement price for any settlement period is below the floor strike price while we are required to make payment to the counterparty if the settlement price for any settlement period is above the ceiling strike price. Neither party is required to make a payment to the other party if the settlement price for any settlement period is equal to or greater than the floor strike price and equal to or less than the ceiling strike price.
|
•
|
Fixed-price swaps with sold puts.
A swap with a sold put position consists of a standard swap position plus a put sold by us with a strike price below the associated fixed-price swap. This structure enables us to increase the fixed-price swap with the value received through the sale of the put. If the settlement price for any settlement period falls equal to or below the put strike price, then we will only receive the difference between the swap price and the put strike price. If the settlement price is greater than the put strike price, the result is the same as it would have been with a standard swap only.
|
•
|
Collars with sold puts.
A collar with a sold put position consists of a standard collar position plus a put sold by us with a strike price below the floor strike price of the collar. This structure enables us to improve the collar strike prices with the value received through the sale of the additional put. If the settlement price for any settlement period falls equal to or below the additional put strike price, then we will receive the difference between the floor strike price and the additional put strike price. If the settlement price is greater than the additional put strike price, the result is the same as it would have been with a standard collar only.
|
•
|
Purchased calls.
These purchased calls are options that require a counterparty to make a payment to us if the settlement price is above the call strike price (excluding the effects of deferred premium owed by us to the counterparty). As a result, these positions lock in the value of a portion of our corresponding oil swaps with sold puts as well as collars with sold puts. Our total deferred premium associated with these purchased calls was
$22 million
at December 31, 2015.
|
|
|
|
|
NYMEX Contract Price Per Bbl
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Collars
|
|
Estimated Fair Value
Asset (Liability) |
|||||||||||||||
Period and Type of Instrument
|
|
Volume in MBbls
|
|
Swaps
(Weighted Average) |
|
Purchased Calls (Weighted Average)
|
|
Sold Puts(Weighted Average)
(1)
|
|
Floors
(Weighted Average) |
|
Ceilings
(Weighted Average) |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|||||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Fixed-price swaps with sold puts:
|
|
10,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed-price swaps
|
|
|
|
$
|
89.98
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
487
|
|
|
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
74.14
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|||||||
Collars with sold puts:
|
|
6,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collars
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.00
|
|
|
96.15
|
|
|
300
|
|
|||||||
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
75.00
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||||||
Purchased calls
|
|
6,242
|
|
|
—
|
|
|
72.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed-price swaps with sold puts:
|
|
4,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed-price swaps
|
|
|
|
88.37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|||||||
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
73.28
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|||||||
Collars with sold puts:
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collars
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.00
|
|
|
95.59
|
|
|
90
|
|
|||||||
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
75.00
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|||||||
Purchased calls
|
|
5,647
|
|
|
—
|
|
|
73.71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Total
|
|
$
|
345
|
|
(1)
|
If the market prices remain below our sold puts at contract settlement, we will receive the market price plus the following associated with our production:
|
•
|
the difference between our floor price and our sold put price for collars with sold puts; or
|
•
|
the difference between our swap price and our sold put price for fixed-price swaps with sold puts.
|
Period and Type of Instrument
|
|
|
|
NYMEX Contract Price Per MMBtu
|
|
|
||||||||||||||
|
|
|
|
Collars
|
|
|
||||||||||||||
Volume in
MMMBtus
|
|
Swaps
(Weighted
Average)
|
|
Floors(Weighted
Average)
|
|
Ceilings(Weighted
Average)
|
|
Estimated
Fair Value
Asset
(Liability)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed-price swaps
|
|
4,550
|
|
|
$
|
3.39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
Collars
|
|
10,980
|
|
|
—
|
|
|
4.00
|
|
|
4.54
|
|
|
17
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
$
|
22
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||||||||||
|
|
Gross Fair Value
|
|
Offset in Balance Sheet
|
|
Balance Sheet Location
|
|
Gross Fair Value
|
|
Offset in Balance Sheet
|
|
Balance Sheet Location
|
||||||||||||||||||||
|
|
|
|
Current
|
|
Noncurrent
|
|
|
|
Current
|
|
Noncurrent
|
||||||||||||||||||||
December 31, 2015
|
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||||||||||
Oil positions
|
|
$
|
1,005
|
|
|
$
|
(638
|
)
|
|
$
|
262
|
|
|
$
|
105
|
|
|
$
|
(660
|
)
|
|
$
|
638
|
|
|
$
|
(13
|
)
|
|
$
|
(9
|
)
|
Natural gas positions
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
1,027
|
|
|
$
|
(638
|
)
|
|
$
|
284
|
|
|
$
|
105
|
|
|
$
|
(660
|
)
|
|
$
|
638
|
|
|
$
|
(13
|
)
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil positions
|
|
$
|
1,115
|
|
|
$
|
(597
|
)
|
|
$
|
332
|
|
|
$
|
186
|
|
|
$
|
(605
|
)
|
|
$
|
597
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
Natural gas positions
|
|
105
|
|
|
(2
|
)
|
|
99
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
1,220
|
|
|
$
|
(599
|
)
|
|
$
|
431
|
|
|
$
|
190
|
|
|
$
|
(607
|
)
|
|
$
|
599
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Realized gain (loss) on oil positions
|
|
$
|
375
|
|
|
$
|
(3
|
)
|
|
$
|
(6
|
)
|
Realized gain (loss) on natural gas positions
|
|
130
|
|
|
(36
|
)
|
|
66
|
|
|||
Total realized gain (loss)
|
|
505
|
|
|
(39
|
)
|
|
60
|
|
|||
Unrealized gain (loss) on oil positions
|
|
(165
|
)
|
|
535
|
|
|
(76
|
)
|
|||
Unrealized gain (loss) on natural gas positions
|
|
(81
|
)
|
|
114
|
|
|
(81
|
)
|
|||
Total unrealized gain (loss)
|
|
(246
|
)
|
|
649
|
|
|
(157
|
)
|
|||
Total gain (loss)
|
|
$
|
259
|
|
|
$
|
610
|
|
|
$
|
(97
|
)
|
5
.
|
Fair Value Measurements
|
Level 1:
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2:
|
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange traded derivatives such as over-the-counter commodity fixed-price swaps and certain investments.
|
Level 3:
|
Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Level 3 instruments primarily include derivative instruments, such as commodity options (i.e., price collars, sold puts, purchased calls or swaptions) and other financial investments.
|
•
|
Our valuation models for derivative contracts are primarily industry-standard models (i.e., Black-Scholes) that consider various inputs including: (a) forward prices for commodities, (b) time value, (c) volatility factors, (d) counterparty credit risk and (e) current market and contractual prices for the underlying instruments.
|
•
|
Our valuation model for the Stockholder Value Appreciation Program (SVAP) is a Monte Carlo simulation that is based on a probability model and considers various inputs including: (a) the measurement date stock price, (b) time value and (c) historical and implied volatility. See Note
14
, “Stock-Based Compensation,” for a description of the SVAP.
|
|
|
Fair Value Measurement Classification
|
|
|
||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
As of December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Money market fund investments
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Deferred compensation plan assets
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Equity securities available-for-sale
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Oil and gas derivative swap contracts
|
|
—
|
|
|
994
|
|
|
—
|
|
|
994
|
|
||||
Oil and gas derivative option and swaption contracts
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
(381
|
)
|
||||
Stock-based compensation liability awards
|
|
(12
|
)
|
|
—
|
|
|
(3
|
)
|
|
(15
|
)
|
||||
Total
|
|
$
|
8
|
|
|
$
|
994
|
|
|
$
|
(384
|
)
|
|
$
|
618
|
|
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Money market fund investments
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Deferred compensation plan assets
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Equity securities available-for-sale
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Oil and gas derivative swap contracts
|
|
—
|
|
|
675
|
|
|
—
|
|
|
675
|
|
||||
Oil and gas derivative option contracts
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
(308
|
)
|
||||
Stock-based compensation liability awards
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
Total
|
|
$
|
3
|
|
|
$
|
675
|
|
|
$
|
(308
|
)
|
|
$
|
370
|
|
|
|
Investments
|
|
Derivatives
|
|
Stock-Based Compensation
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance at January 1, 2013
|
|
$
|
36
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
151
|
|
Realized or unrealized gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
(6
|
)
|
|
(66
|
)
|
|
(18
|
)
|
|
(90
|
)
|
||||
Included in other comprehensive income (loss)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Settlements
|
|
(1
|
)
|
|
(57
|
)
|
|
13
|
|
|
(45
|
)
|
||||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2013
|
|
$
|
39
|
|
|
$
|
(8
|
)
|
|
$
|
(5
|
)
|
|
$
|
26
|
|
Change in unrealized gains or losses included in earnings relating to
Level 3 instruments still held at December 31, 2013 |
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Balance at January 1, 2014
|
|
$
|
39
|
|
|
$
|
(8
|
)
|
|
$
|
(5
|
)
|
|
$
|
26
|
|
Realized or unrealized gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
—
|
|
|
(381
|
)
|
|
(38
|
)
|
|
(419
|
)
|
||||
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||
Settlements
|
|
—
|
|
|
5
|
|
|
40
|
|
|
45
|
|
||||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
(1)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
(381
|
)
|
|
$
|
(3
|
)
|
|
$
|
(384
|
)
|
Change in unrealized gains or losses included in earnings relating to
Level 3 instruments still held at December 31, 2014 |
|
$
|
—
|
|
|
$
|
(375
|
)
|
|
$
|
2
|
|
|
$
|
(373
|
)
|
Balance at January 1, 2015
|
|
$
|
—
|
|
|
$
|
(381
|
)
|
|
$
|
(3
|
)
|
|
$
|
(384
|
)
|
Realized or unrealized gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
|
—
|
|
|
(217
|
)
|
|
3
|
|
|
(214
|
)
|
||||
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
||||||||
Settlements
|
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
||||
Transfers into Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
(308
|
)
|
|
$
|
—
|
|
|
$
|
(308
|
)
|
Change in unrealized gains or losses included in earnings relating to
Level 3 instruments still held at December 31, 2015 |
|
$
|
—
|
|
|
$
|
(143
|
)
|
|
$
|
3
|
|
|
$
|
(140
|
)
|
(1)
|
During the second quarter of 2014, we transferred
$3 million
of derivative option contracts out of the Level 3 hierarchy. The transfer was a result of our Level 3 swaptions being exercised by the counterparties as swaps on May 30, 2014.
|
|
|
Estimated Fair Value Asset (Liability)
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|||||||||
Instrument Type
|
|
Valuation
Technique
|
|
Unobservable Input
|
|
Range
|
|||||||
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|||
Oil option contracts
|
|
$
|
(325
|
)
|
|
Black-Scholes
|
|
Oil price volatility
|
|
27.21
|
%
|
—
|
61.39%
|
|
|
|
|
|
|
Credit risk
|
|
0.01
|
%
|
—
|
2.14%
|
||
Natural gas option contracts
|
|
$
|
17
|
|
|
Black-Scholes
|
|
Natural gas price volatility
|
|
29.86
|
%
|
—
|
76.61%
|
|
|
|
|
|
|
Credit risk
|
|
0.06
|
%
|
—
|
0.61%
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
5¾% Senior Notes due 2022
|
|
$
|
668
|
|
|
$
|
772
|
|
5⅝% Senior Notes due 2024
|
|
831
|
|
|
989
|
|
||
5⅜% Senior Notes due 2026
|
|
542
|
|
|
—
|
|
||
6⅞% Senior Subordinated Notes due 2020
|
|
—
|
|
|
721
|
|
6
.
|
Oil and Gas Properties and Other Property and Equipment
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Oil and gas properties:
|
|
|
|
|
||||
Proved
|
|
$
|
21,568
|
|
|
$
|
20,288
|
|
Unproved
|
|
780
|
|
|
677
|
|
||
Gross oil and gas properties
|
|
22,348
|
|
|
20,965
|
|
||
Accumulated depreciation, depletion and amortization
|
|
(9,048
|
)
|
|
(8,152
|
)
|
||
Accumulated impairment
|
|
(9,481
|
)
|
|
(4,581
|
)
|
||
Net oil and gas properties
|
|
$
|
3,819
|
|
|
$
|
8,232
|
|
|
|
|
|
|
||||
Other property and equipment:
|
|
|
|
|
||||
Furniture, fixtures and equipment
|
|
$
|
152
|
|
|
$
|
144
|
|
Gathering systems and equipment
|
|
115
|
|
|
114
|
|
||
Accumulated depreciation and amortization
|
|
(95
|
)
|
|
(76
|
)
|
||
Net other property and equipment
|
|
$
|
172
|
|
|
$
|
182
|
|
|
|
Costs Incurred In
|
|
|
||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Acquisition costs
|
|
$
|
339
|
|
|
$
|
165
|
|
|
$
|
156
|
|
|
$
|
660
|
|
Exploration costs
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Capitalized interest
|
|
33
|
|
|
52
|
|
|
1
|
|
|
86
|
|
||||
Total costs withheld from amortization (unproved)
|
|
$
|
406
|
|
|
$
|
217
|
|
|
$
|
157
|
|
|
$
|
780
|
|
7
.
|
Income Taxes
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
U.S.
|
|
$
|
(4,865
|
)
|
|
$
|
1,022
|
|
|
$
|
170
|
|
International
|
|
(82
|
)
|
|
10
|
|
|
31
|
|
|||
Total income (loss) before income taxes
|
|
$
|
(4,947
|
)
|
|
$
|
1,032
|
|
|
$
|
201
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Current taxes:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
U.S. state
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|||
International
|
|
31
|
|
|
3
|
|
|
2
|
|
|||
Deferred taxes:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
(1,507
|
)
|
|
350
|
|
|
53
|
|
|||
U.S. state
|
|
(27
|
)
|
|
25
|
|
|
13
|
|
|||
International
|
|
(68
|
)
|
|
2
|
|
|
64
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
(1,585
|
)
|
|
$
|
382
|
|
|
$
|
128
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|||||||
U.S. statutory income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal effect
|
|
0.9
|
|
|
1.7
|
|
|
4.3
|
|
Valuation allowance, domestic
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
Valuation allowance, international
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
Foreign tax on foreign earnings
|
|
0.4
|
|
|
0.2
|
|
|
26.8
|
|
Other
|
|
—
|
|
|
0.1
|
|
|
(2.6
|
)
|
Effective income tax rate
|
|
32.0
|
%
|
|
37.0
|
%
|
|
63.5
|
%
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Deferred tax asset:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
243
|
|
|
$
|
173
|
|
Alternative minimum tax credit
|
|
87
|
|
|
99
|
|
||
Stock-based compensation
|
|
23
|
|
|
26
|
|
||
Oil and gas properties
|
|
13
|
|
|
—
|
|
||
Foreign tax credit
|
|
572
|
|
|
547
|
|
||
Other
|
|
17
|
|
|
8
|
|
||
Total deferred tax asset
|
|
955
|
|
|
853
|
|
||
Deferred tax asset valuation allowances
|
|
(790
|
)
|
|
(549
|
)
|
||
Net deferred tax asset
|
|
165
|
|
|
304
|
|
||
|
|
|
|
|
||||
Deferred tax liability:
|
|
|
|
|
||||
Commodity derivatives
|
|
(119
|
)
|
|
(217
|
)
|
||
Oil and gas properties
|
|
(72
|
)
|
|
(1,715
|
)
|
||
Total deferred tax liability
|
|
(191
|
)
|
|
(1,932
|
)
|
||
Net deferred tax liability
|
|
(26
|
)
|
|
(1,628
|
)
|
||
Less: Net current deferred tax asset (liability)
|
|
—
|
|
|
(144
|
)
|
||
Net noncurrent deferred tax liability
|
|
$
|
(26
|
)
|
|
$
|
(1,484
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Balance at the beginning of the year
|
|
$
|
(549
|
)
|
|
$
|
(584
|
)
|
|
$
|
(457
|
)
|
Charged to provision for income taxes:
|
|
|
|
|
|
|
||||||
U.S. state net operating loss carryforwards
|
|
(1
|
)
|
|
1
|
|
|
2
|
|
|||
U.S. federal and state valuation allowance
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|||
Malaysia valuation allowance
|
|
—
|
|
|
40
|
|
|
(15
|
)
|
|||
Foreign tax credit valuation allowance
|
|
(25
|
)
|
|
(12
|
)
|
|
(114
|
)
|
|||
Brazil and other international valuation allowance
|
|
—
|
|
|
6
|
|
|
—
|
|
|||
China valuation allowance
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the year
|
|
$
|
(790
|
)
|
|
$
|
(549
|
)
|
|
$
|
(584
|
)
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Revenue payable
|
|
$
|
164
|
|
|
$
|
197
|
|
Accrued capital costs
|
|
128
|
|
|
441
|
|
||
Accrued lease operating expenses
|
|
48
|
|
|
47
|
|
||
Employee incentive expense
|
|
53
|
|
|
62
|
|
||
Accrued interest on debt
|
|
66
|
|
|
67
|
|
||
Taxes payable
|
|
25
|
|
|
32
|
|
||
Other
|
|
49
|
|
|
34
|
|
||
Total accrued liabilities
|
|
$
|
533
|
|
|
$
|
880
|
|
9
.
|
Asset Retirement Obligations
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Balance at January 1
|
|
$
|
186
|
|
|
$
|
122
|
|
|
$
|
102
|
|
Accretion expense
|
|
10
|
|
|
8
|
|
|
8
|
|
|||
Additions
(1)
|
|
6
|
|
|
58
|
|
|
12
|
|
|||
Revisions
|
|
(2
|
)
|
|
16
|
|
|
8
|
|
|||
Settlements
(2)
|
|
(6
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|||
Balance at December 31
|
|
194
|
|
|
186
|
|
|
122
|
|
|||
Less: Current portion of ARO at December 31
|
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Total long-term ARO at December 31
|
|
$
|
192
|
|
|
$
|
183
|
|
|
$
|
117
|
|
(1)
|
For the year ended December 31, 2014, additions include
$28 million
for our Pearl development in offshore China and
$30 million
for abandonment obligations in our domestic business.
|
(2)
|
For the year ended December 31, 2014, settlements include
$10 million
related to the sale of our Granite Wash assets. See Note
6
, “Oil and Gas Properties and Other Property and Equipment.”
|
10
.
|
Debt
|
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Senior unsecured debt:
|
|
|
|
|
||||
Revolving credit facility — LIBOR based loans (matures in 2020)
|
|
$
|
—
|
|
|
$
|
345
|
|
Money market lines of credit
(1)
|
|
39
|
|
|
101
|
|
||
Total credit arrangements
|
|
39
|
|
|
446
|
|
||
5¾% Senior Notes due 2022
|
|
750
|
|
|
750
|
|
||
5⅝% Senior Notes due 2024
|
|
1,000
|
|
|
1,000
|
|
||
5⅜% Senior Notes due 2026
|
|
700
|
|
|
—
|
|
||
Total senior unsecured debt
|
|
2,489
|
|
|
2,196
|
|
||
6⅞% Senior Subordinated Notes due 2020
|
|
—
|
|
|
700
|
|
||
Discount on notes
|
|
—
|
|
|
(4
|
)
|
||
Debt issuance costs
(2)
|
|
(22
|
)
|
|
(18
|
)
|
||
Total long-term debt
|
|
$
|
2,467
|
|
|
$
|
2,874
|
|
(1)
|
Because we have the ability and intent to use our available credit facility capacity to repay borrowings under our money market lines of credit as of the indicated dates, amounts outstanding under these obligations, if any, are classified as long-term.
|
(2)
|
Due to new accounting guidance issued in April 2015 by the FASB, debt issuance costs related to our term debt is reflected as a reduction of total debt.
|
11
.
|
Commitments and Contingencies
|
|
|
Firm
Transportation
|
|
Operating
Leases
(Office Space)
|
|
Drilling-Related
|
|
Other
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Year Ending December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
$
|
88
|
|
|
$
|
18
|
|
|
$
|
64
|
|
|
$
|
30
|
|
|
$
|
200
|
|
2017
|
|
84
|
|
|
17
|
|
|
27
|
|
|
19
|
|
|
147
|
|
|||||
2018
|
|
67
|
|
|
17
|
|
|
—
|
|
|
14
|
|
|
98
|
|
|||||
2019
|
|
54
|
|
|
14
|
|
|
—
|
|
|
13
|
|
|
81
|
|
|||||
2020
|
|
20
|
|
|
14
|
|
|
—
|
|
|
10
|
|
|
44
|
|
|||||
Thereafter
|
|
24
|
|
|
16
|
|
|
—
|
|
|
35
|
|
|
75
|
|
|||||
Total minimum future payments
|
|
$
|
337
|
|
|
$
|
96
|
|
|
$
|
91
|
|
|
$
|
121
|
|
|
$
|
645
|
|
|
|
Natural
Gas
|
|
Oil
(1)
|
||
Year Ending December 31,
|
|
(MMMBtus)
|
|
(MBbls)
|
||
2016
|
|
20,285
|
|
|
13,117
|
|
2017
|
|
—
|
|
|
13,870
|
|
2018
|
|
—
|
|
|
13,870
|
|
2019
|
|
—
|
|
|
13,870
|
|
2020
|
|
—
|
|
|
10,056
|
|
Thereafter
|
|
—
|
|
|
34,080
|
|
Total delivery commitments
|
|
20,285
|
|
|
98,863
|
|
(1)
|
Our oil delivery commitments are with two Salt Lake City, Utah refiners and relate to our Uinta Basin production. One delivery commitment is for approximately
18,000
barrels of oil per day through 2020. The second commitment is for
15,000
barrels of oil per day in January 2016, increasing to
20,000
barrels of oil per day by the end of the third quarter 2016, and continues at that level through August 2025.
|
12
.
|
Stockholders' Equity Activity
|
|
|
Unrealized Gains / (Losses) in
Accumulated Other Comprehensive Income
|
||||||||||
|
|
Available-for-Sale Securities
|
|
Post-Retirement Benefits
|
|
Total
|
||||||
|
|
(In millions, net of tax)
|
||||||||||
Balance at January 1, 2013
|
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
Other comprehensive income before reclassifications
|
|
3
|
|
|
2
|
|
|
5
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
4
|
|
|
—
|
|
|
4
|
|
|||
Net current period other comprehensive income (loss)
|
|
7
|
|
|
2
|
|
|
9
|
|
|||
Balance at December 31, 2013
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Current period other comprehensive income (loss)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Current period other comprehensive income (loss)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance at December 31, 2015
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
13.
|
Earnings Per Share
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions, except per share data)
|
||||||||||
Income (numerator):
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(3,362
|
)
|
|
$
|
650
|
|
|
$
|
73
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
250
|
|
|
74
|
|
|||
Net income (loss)
|
|
(3,362
|
)
|
|
900
|
|
|
147
|
|
|||
Repurchase of preferred shares of subsidiary
(3)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Net income (loss) attributable to common stockholders
|
|
$
|
(3,362
|
)
|
|
$
|
900
|
|
|
$
|
127
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares (denominator):
|
|
|
|
|
|
|
||||||
Weighted-average shares — basic
|
|
159
|
|
|
137
|
|
|
135
|
|
|||
Dilution effect of stock options and unvested restricted stock and restricted stock units outstanding at end of period
(1)(2)
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Weighted-average shares — diluted
|
|
159
|
|
|
138
|
|
|
136
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before preferred share repurchase
|
|
$
|
(21.18
|
)
|
|
$
|
4.76
|
|
|
$
|
0.54
|
|
Repurchase of preferred shares of subsidiary
(3)
|
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
Income (loss) from continuing operations
|
|
(21.18
|
)
|
|
4.76
|
|
|
0.39
|
|
|||
Income (loss) from discontinued operations
|
|
—
|
|
|
1.83
|
|
|
0.55
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(21.18
|
)
|
|
$
|
6.59
|
|
|
$
|
0.94
|
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before preferred share repurchase
|
|
$
|
(21.18
|
)
|
|
$
|
4.71
|
|
|
$
|
0.54
|
|
Repurchase of preferred shares of subsidiary
(3)
|
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
Income (loss) from continuing operations
|
|
(21.18
|
)
|
|
4.71
|
|
|
0.39
|
|
|||
Income (loss) from discontinued operations
|
|
—
|
|
|
1.81
|
|
|
0.55
|
|
|||
Diluted earnings (loss) per share
|
|
$
|
(21.18
|
)
|
|
$
|
6.52
|
|
|
$
|
0.94
|
|
(1)
|
The effect of unvested restricted stock awards or restricted stock units and stock options has not been included in the calculation of shares outstanding for diluted EPS for the year ended
December 31, 2015
, as their effect would have been anti-dilutive. Had we recognized income from continuing operations for the year, incremental shares attributable to the assumed vesting of unvested restricted stock awards and restricted stock units and the assumed exercise of outstanding stock options would have increased diluted weighted-averages shares outstanding by
2.8 million
shares for the year ended
December 31, 2015
.
|
(2)
|
The effect of
1.1 million
and
4.0 million
unvested restricted stock awards or restricted stock units and stock options for the years ended December 31,
2014
and
2013
, respectively, have not been included in the calculation of shares outstanding for diluted EPS as their effect would have been anti-dilutive.
|
(3)
|
The numerator includes an adjustment of
$20 million
related to the repurchase of preferred shares of a now wholly-owned subsidiary, which reduces net income (loss) for purposes of earnings per share for the year ended December 31, 2013. The subsidiary is part of our continuing operations. See Note
20
, "Related Party Transaction," for additional information.
|
14
.
|
Stock-Based Compensation
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Equity awards
|
|
$
|
42
|
|
|
$
|
47
|
|
|
$
|
48
|
|
Liability awards:
|
|
|
|
|
|
|
||||||
Cash-settled restricted stock units
|
|
15
|
|
|
20
|
|
|
9
|
|
|||
Stockholder Value Appreciation Program
|
|
(3
|
)
|
|
38
|
|
|
18
|
|
|||
Total liability awards
|
|
12
|
|
|
58
|
|
|
27
|
|
|||
Total stock-based compensation
|
|
54
|
|
|
105
|
|
|
75
|
|
|||
Capitalized in oil and gas properties
|
|
(18
|
)
|
|
(40
|
)
|
|
(20
|
)
|
|||
Net stock-based compensation expense
|
|
$
|
36
|
|
|
$
|
65
|
|
|
$
|
55
|
|
|
|
Service-Based
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
per Share
|
|
Performance/
Market-Based
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
per Share
|
|
Total
Shares
|
|||||||
|
|
(In thousands, except per share data)
|
|||||||||||||||
Non-vested shares outstanding at January 1, 2013
|
|
2,371
|
|
|
$
|
43.68
|
|
|
438
|
|
|
$
|
41.29
|
|
|
2,809
|
|
Granted
|
|
2,428
|
|
|
27.61
|
|
|
300
|
|
|
24.20
|
|
|
2,728
|
|
||
Forfeited
|
|
(605
|
)
|
|
39.27
|
|
|
(32
|
)
|
|
37.84
|
|
|
(637
|
)
|
||
Vested
|
|
(1,195
|
)
|
|
39.64
|
|
|
—
|
|
|
—
|
|
|
(1,195
|
)
|
||
Non-vested shares outstanding at December 31, 2013
|
|
2,999
|
|
|
33.45
|
|
|
706
|
|
|
34.22
|
|
|
3,705
|
|
||
Granted
|
|
465
|
|
|
30.40
|
|
|
338
|
|
|
18.59
|
|
|
803
|
|
||
Forfeited
|
|
(416
|
)
|
|
28.20
|
|
|
(69
|
)
|
|
27.56
|
|
|
(485
|
)
|
||
Vested
|
|
(1,146
|
)
|
|
36.65
|
|
|
(30
|
)
|
|
39.43
|
|
|
(1,176
|
)
|
||
Non-vested shares outstanding at December 31, 2014
|
|
1,902
|
|
|
30.79
|
|
|
945
|
|
|
28.61
|
|
|
2,847
|
|
||
Granted
|
|
1,036
|
|
|
31.20
|
|
|
414
|
|
|
22.85
|
|
|
1,450
|
|
||
Forfeited
|
|
(367
|
)
|
|
21.69
|
|
|
(97
|
)
|
|
36.72
|
|
|
(464
|
)
|
||
Vested
|
|
(871
|
)
|
|
32.10
|
|
|
(188
|
)
|
|
39.42
|
|
|
(1,059
|
)
|
||
Non-vested shares outstanding at December 31, 2015
|
|
1,700
|
|
|
$
|
30.30
|
|
|
1,074
|
|
|
$
|
23.76
|
|
|
2,774
|
|
|
|
Number of
Shares
Underlying
Options
|
|
Weighted-
Average
Exercise
Price
per Share
|
|
Weighted-
Average
Grant Date
Fair Value
per Share
|
|
Weighted-
Average Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
(1)
|
|||||||
|
|
(In thousands)
|
|
|
|
|
|
(In years)
|
|
(In millions)
|
|||||||
Outstanding at January 1, 2013
|
|
901
|
|
|
$
|
38.06
|
|
|
|
|
3.3
|
|
$
|
1
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(53
|
)
|
|
19.68
|
|
|
|
|
|
|
1
|
|
||||
Forfeited
|
|
(161
|
)
|
|
37.26
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2013
|
|
687
|
|
|
39.68
|
|
|
|
|
1.9
|
|
—
|
|
||||
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
|
(134
|
)
|
|
29.32
|
|
|
|
|
|
|
1
|
|
||||
Forfeited
|
|
(252
|
)
|
|
40.10
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2014
|
|
301
|
|
|
43.93
|
|
|
|
|
2.2
|
|
—
|
|
||||
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
|
(13
|
)
|
|
32.85
|
|
|
|
|
|
|
—
|
|
||||
Forfeited
|
|
(93
|
)
|
|
36.05
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2015
|
|
195
|
|
|
$
|
48.45
|
|
|
|
|
2.1
|
|
$
|
—
|
|
||
Exercisable at December 31, 2015
(2)
|
|
195
|
|
|
$
|
48.45
|
|
|
|
|
2.1
|
|
$
|
—
|
|
(1)
|
The intrinsic value of a stock option is the amount by which the market value of our common stock at the indicated date, or at the time of exercise, exceeds the exercise price of the option.
|
(2)
|
All stock options outstanding at
December 31, 2015
have an exercise price of
$48.45
per share.
|
|
|
Cash-Settled Restricted Stock Units
|
|
|
|
(In thousands)
|
|
Non-vested units outstanding at January 1, 2013
|
|
78
|
|
Granted
|
|
1,208
|
|
Forfeited
|
|
(31
|
)
|
Vested
|
|
(85
|
)
|
Non-vested units outstanding at December 31, 2013
|
|
1,170
|
|
Granted
|
|
759
|
|
Forfeited
|
|
(126
|
)
|
Vested
|
|
(587
|
)
|
Non-vested units outstanding at December 31, 2014
|
|
1,216
|
|
Granted
|
|
211
|
|
Forfeited
|
|
(257
|
)
|
Vested
|
|
(462
|
)
|
Non-vested units outstanding at December 31, 2015
|
|
708
|
|
15.
|
Employee Benefit Plans
|
|
|
|
|
|
||
Type of Restructuring Cost
|
|
Location in the Consolidated Statement of Operations
|
|
2015
|
||
|
|
|
|
(In millions)
|
||
Severance and related benefit costs
|
|
Operating expenses - General and administrative
|
|
$
|
7
|
|
Relocation costs
|
|
Operating expenses - General and administrative
|
|
5
|
|
|
Office-lease abandonment costs
|
|
Operating expenses - General and administrative
|
|
14
|
|
|
Other associated costs
|
|
Operating expenses - Depreciation, depletion and amortization
|
|
1
|
|
|
Total
|
|
|
|
$
|
27
|
|
|
|
Severance and Related Benefit Costs
|
|
Office-lease Abandonment Costs
|
|
Relocation Costs
|
|
Other Associated Costs
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Restructuring liability at January 1, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
|
|
7
|
|
|
14
|
|
|
5
|
|
|
1
|
|
|
27
|
|
|||||
Settlements
|
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|||||
Revisions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring liability at December 31, 2015
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cumulative costs as of December 31, 2015
|
|
$
|
7
|
|
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
27
|
|
Expected total costs
|
|
$
|
7
|
|
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
27
|
|
17
.
|
Segment Information
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
||||||
Oil, gas and NGL revenues
|
|
$
|
1,295
|
|
|
$
|
262
|
|
|
$
|
1,557
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
231
|
|
|
54
|
|
|
285
|
|
|||
Transportation and processing
|
|
212
|
|
|
—
|
|
|
212
|
|
|||
Production and other taxes
|
|
45
|
|
|
1
|
|
|
46
|
|
|||
Depreciation, depletion and amortization
|
|
754
|
|
|
163
|
|
|
917
|
|
|||
General and administrative
|
|
237
|
|
|
7
|
|
|
244
|
|
|||
Ceiling test and other impairments
|
|
4,786
|
|
|
118
|
|
|
4,904
|
|
|||
Other
|
|
9
|
|
|
1
|
|
|
10
|
|
|||
Allocated income tax (benefit)
|
|
(1,842
|
)
|
|
(49
|
)
|
|
|
||||
Net income (loss) from oil and gas properties
|
|
$
|
(3,137
|
)
|
|
$
|
(33
|
)
|
|
|
||
Total operating expenses
|
|
|
|
|
|
6,618
|
|
|||||
Income (loss) from continuing operations
|
|
|
|
|
|
(5,061
|
)
|
|||||
Interest expense, net of interest income, capitalized interest and other
|
|
|
|
|
|
(145
|
)
|
|||||
Commodity derivative income (expense)
|
|
|
|
|
|
259
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
$
|
(4,947
|
)
|
||||
Total assets
|
|
$
|
4,452
|
|
|
$
|
316
|
|
|
$
|
4,768
|
|
Additions to long-lived assets
|
|
$
|
1,521
|
|
|
$
|
17
|
|
|
$
|
1,538
|
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
||||||
Oil, gas and NGL revenues
|
|
$
|
2,249
|
|
|
$
|
39
|
|
|
$
|
2,288
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
299
|
|
|
12
|
|
|
311
|
|
|||
Transportation and processing
|
|
174
|
|
|
—
|
|
|
174
|
|
|||
Production and other taxes
|
|
105
|
|
|
6
|
|
|
111
|
|
|||
Depreciation, depletion and amortization
|
|
857
|
|
|
13
|
|
|
870
|
|
|||
General and administrative
|
|
221
|
|
|
1
|
|
|
222
|
|
|||
Other
|
|
25
|
|
|
—
|
|
|
25
|
|
|||
Allocated income tax (benefit)
|
|
210
|
|
|
5
|
|
|
|
||||
Net income (loss) from oil and gas properties
|
|
$
|
358
|
|
|
$
|
2
|
|
|
|
||
Total operating expenses
|
|
|
|
|
|
1,713
|
|
|||||
Income (loss) from continuing operations
|
|
|
|
|
|
575
|
|
|||||
Interest expense, net of interest income, capitalized interest and other
|
|
|
|
|
|
(153
|
)
|
|||||
Commodity derivative income (expense)
|
|
|
|
|
|
610
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
$
|
1,032
|
|
||||
Total assets
|
|
$
|
8,852
|
|
|
$
|
728
|
|
|
$
|
9,580
|
|
Additions to long-lived assets
|
|
$
|
2,037
|
|
|
$
|
156
|
|
|
$
|
2,193
|
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
||||||
Oil, gas and NGL revenues
|
|
$
|
1,788
|
|
|
$
|
69
|
|
|
$
|
1,857
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
266
|
|
|
8
|
|
|
274
|
|
|||
Transportation and processing
|
|
137
|
|
|
—
|
|
|
137
|
|
|||
Production and other taxes
|
|
67
|
|
|
12
|
|
|
79
|
|
|||
Depreciation, depletion and amortization
|
|
668
|
|
|
17
|
|
|
685
|
|
|||
General and administrative
|
|
219
|
|
|
—
|
|
|
219
|
|
|||
Other
|
|
13
|
|
|
—
|
|
|
13
|
|
|||
Allocated income tax (benefit)
|
|
155
|
|
|
19
|
|
|
|
||||
Net income (loss) from oil and gas properties
|
|
$
|
263
|
|
|
$
|
13
|
|
|
|
||
Total operating expenses
|
|
|
|
|
|
1,407
|
|
|||||
Income (loss) from continuing operations
|
|
|
|
|
|
450
|
|
|||||
Interest expense, net of interest income, capitalized interest and other
|
|
|
|
|
|
(152
|
)
|
|||||
Commodity derivative income (expense)
|
|
|
|
|
|
(97
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
$
|
201
|
|
||||
Total assets
(1)
|
|
$
|
7,839
|
|
|
$
|
542
|
|
|
$
|
8,381
|
|
Additions to long-lived assets
|
|
$
|
1,924
|
|
|
$
|
174
|
|
|
$
|
2,098
|
|
(1)
|
Excludes total assets from our discontinued operations of $
916 million
.
|
18.
|
Supplemental Cash Flows Information
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Cash Payments:
|
|
|
|
|
|
|
||||||
Interest payments
|
|
$
|
119
|
|
|
$
|
144
|
|
|
$
|
148
|
|
Income tax payments
|
|
25
|
|
|
4
|
|
|
128
|
|
|||
Non-cash investing and financing activities excluded from the statement of cash flows:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables for property sales
|
|
$
|
6
|
|
|
$
|
(17
|
)
|
|
$
|
12
|
|
(Increase) decrease in accrued capital expenditures
|
|
225
|
|
|
(1
|
)
|
|
(75
|
)
|
|||
(Increase) decrease in asset retirement costs
|
|
(4
|
)
|
|
(56
|
)
|
|
(125
|
)
|
|
|
|
|||||||
|
|
|
2014
|
|
2013
|
||||
|
|
|
|||||||
Oil and gas revenues
(1)
|
|
|
$
|
90
|
|
|
$
|
823
|
|
Operating expenses
|
|
|
69
|
|
|
652
|
|
||
Income from discontinued operations
|
|
|
21
|
|
|
171
|
|
||
Other income (expense)
|
|
|
—
|
|
|
4
|
|
||
Gain on sale of Malaysia business
|
|
|
373
|
|
|
—
|
|
||
Income from discontinued operations before income taxes
|
|
|
394
|
|
|
175
|
|
||
Income tax provision (benefit):
|
|
|
|
|
|
|
|
||
Current
|
|
|
12
|
|
|
88
|
|
||
Deferred
|
|
|
132
|
|
|
13
|
|
||
Total income tax provision (benefit)
|
|
|
144
|
|
|
101
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
|
$
|
250
|
|
|
$
|
74
|
|
20
.
|
Related Party Transaction
|
21.
|
Quarterly Results of Operations (Unaudited)
|
|
|
2015 Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Oil, gas and NGL revenues
(1)
|
|
$
|
349
|
|
|
$
|
469
|
|
|
$
|
377
|
|
|
$
|
362
|
|
Income (loss) from operations
(1)(2)
|
|
(884
|
)
|
|
(1,496
|
)
|
|
(1,951
|
)
|
|
(730
|
)
|
||||
Net income (loss)
|
|
(480
|
)
|
|
(992
|
)
|
|
(1,227
|
)
|
|
(663
|
)
|
||||
Basic earnings (loss) per share
(3)
|
|
(3.30
|
)
|
|
(6.09
|
)
|
|
(7.52
|
)
|
|
(4.06
|
)
|
||||
Diluted earnings (loss) per share
(3)
|
|
(3.30
|
)
|
|
(6.09
|
)
|
|
(7.52
|
)
|
|
(4.06
|
)
|
|
|
2014 Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In millions, except per share data)
|
||||||||||||||
Oil, gas and NGL revenues
(1)
|
|
$
|
571
|
|
|
$
|
612
|
|
|
$
|
610
|
|
|
$
|
495
|
|
Income (loss) from operations
(1)
|
|
182
|
|
|
181
|
|
|
167
|
|
|
45
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
27
|
|
|
$
|
(22
|
)
|
|
$
|
278
|
|
|
$
|
367
|
|
Income (loss) from discontinued operations, net of tax
(4)
|
|
257
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Net income (loss)
|
|
$
|
284
|
|
|
$
|
(22
|
)
|
|
$
|
278
|
|
|
$
|
360
|
|
Basic earnings (loss) per common share
(3)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
0.19
|
|
|
$
|
(0.16
|
)
|
|
$
|
2.04
|
|
|
$
|
2.67
|
|
Income (loss) from discontinued operations
|
|
1.89
|
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
||||
Basic earnings (loss) per share
|
|
$
|
2.08
|
|
|
$
|
(0.16
|
)
|
|
$
|
2.04
|
|
|
$
|
2.62
|
|
Diluted earnings (loss) per common share
(3)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
0.19
|
|
|
$
|
(0.16
|
)
|
|
$
|
2.02
|
|
|
$
|
2.65
|
|
Income (loss) from discontinued operations
|
|
1.88
|
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
||||
Diluted earnings (loss) per share
|
|
$
|
2.07
|
|
|
$
|
(0.16
|
)
|
|
$
|
2.02
|
|
|
$
|
2.60
|
|
(1)
|
Oil, gas and NGL revenues and Income (loss) from operations are specific to our continuing operations.
|
(2)
|
Income (loss) from operations for each quarter of 2015 includes a full cost ceiling test writedown as follows (in millions):
|
First Quarter
|
$
|
788
|
|
Second Quarter
|
1,521
|
|
|
Third Quarter
|
1,889
|
|
|
Fourth Quarter
|
702
|
|
(3)
|
The sum of the individual quarterly earnings (loss) per share may not agree with year-to-date earnings (loss) per share as each quarterly computation is based on the income or loss for that quarter and the weighted-average number of shares outstanding during that quarter.
|
(4)
|
During the quarter ended March 31, 2014, we sold our Malaysia business and recorded a gain of approximately
$388 million
(
$252 million
, after tax). During the fourth quarter of 2014, we reduced the previously recognized gain by
$15 million
(
$10 million
, after tax) due to recording an allowance against a receivable. See Note
19
, "Discontinued Operations," for additional information.
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||
|
|
Domestic
|
|
China
|
|
Malaysia
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,288
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
1,550
|
|
Production costs
|
|
231
|
|
|
54
|
|
|
—
|
|
|
285
|
|
||||
Production taxes and other operating expenses
|
|
257
|
|
|
1
|
|
|
—
|
|
|
258
|
|
||||
Depreciation, depletion and amortization
|
|
754
|
|
|
163
|
|
|
—
|
|
|
917
|
|
||||
Impairment of oil and gas properties
|
|
4,786
|
|
|
118
|
|
|
|
|
4,904
|
|
|||||
Income taxes
|
|
(1,659
|
)
|
|
(18
|
)
|
|
—
|
|
|
(1,677
|
)
|
||||
Results of operations for oil and gas producing activities
|
|
$
|
(3,081
|
)
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
(3,137
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
2014:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
2,240
|
|
|
$
|
39
|
|
|
$
|
90
|
|
|
$
|
2,369
|
|
Production costs
|
|
299
|
|
|
12
|
|
|
11
|
|
|
322
|
|
||||
Production taxes and other operating expenses
|
|
279
|
|
|
6
|
|
|
25
|
|
|
310
|
|
||||
Depreciation, depletion and amortization
|
|
857
|
|
|
13
|
|
|
33
|
|
|
903
|
|
||||
Income taxes
|
|
282
|
|
|
2
|
|
|
8
|
|
|
292
|
|
||||
Results of operations for oil and gas producing activities
|
|
$
|
523
|
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
542
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,777
|
|
|
$
|
69
|
|
|
$
|
822
|
|
|
$
|
2,668
|
|
Production costs
|
|
265
|
|
|
8
|
|
|
117
|
|
|
390
|
|
||||
Production taxes and other operating expenses
|
|
204
|
|
|
12
|
|
|
272
|
|
|
488
|
|
||||
Depreciation, depletion and amortization
|
|
668
|
|
|
18
|
|
|
244
|
|
|
930
|
|
||||
Income taxes
|
|
224
|
|
|
8
|
|
|
72
|
|
|
304
|
|
||||
Results of operations for oil and gas producing activities
|
|
$
|
416
|
|
|
$
|
23
|
|
|
$
|
117
|
|
|
$
|
556
|
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||
|
|
Domestic
|
|
China
|
|
Malaysia
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
Property acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Unproved
|
|
$
|
283
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
284
|
|
Proved
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
Exploration
|
|
578
|
|
|
—
|
|
|
—
|
|
|
578
|
|
||||
Development
(1)
|
|
630
|
|
|
15
|
|
|
—
|
|
|
645
|
|
||||
Total costs incurred
(2)
|
|
$
|
1,512
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
1,528
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014:
|
|
|
|
|
|
|
|
|
||||||||
Property acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Unproved
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146
|
|
Proved
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Exploration
|
|
1,089
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
||||
Development
(1)
|
|
772
|
|
|
156
|
|
|
14
|
|
|
942
|
|
||||
Total costs incurred
(2)
|
|
$
|
2,013
|
|
|
$
|
156
|
|
|
$
|
14
|
|
|
$
|
2,183
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013:
|
|
|
|
|
|
|
|
|
||||||||
Property acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Unproved
|
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154
|
|
Proved
|
|
8
|
|
|
1
|
|
|
—
|
|
|
9
|
|
||||
Exploration
|
|
966
|
|
|
33
|
|
|
101
|
|
|
1,100
|
|
||||
Development
(1)
|
|
691
|
|
|
140
|
|
|
211
|
|
|
1,042
|
|
||||
Total costs incurred
(2)
|
|
$
|
1,819
|
|
|
$
|
174
|
|
|
$
|
312
|
|
|
$
|
2,305
|
|
(1)
|
Includes
$4 million
,
$56 million
and
$121 million
for
2015
,
2014
and
2013
, respectively, of asset retirement costs.
|
(2)
|
Other items reducing the capitalized costs of our oil and gas properties which are not included in total costs incurred are as follows:
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Property sales — Domestic
|
|
$
|
82
|
|
|
$
|
635
|
|
|
$
|
23
|
|
Property sales — International
|
|
—
|
|
|
1,571
|
|
|
—
|
|
|||
Ceiling test writedown — Domestic
|
|
4,782
|
|
|
—
|
|
|
—
|
|
|||
Ceiling test writedown — China
|
|
118
|
|
|
—
|
|
|
—
|
|
|||
Insurance proceeds — China
|
|
57
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
5,045
|
|
|
$
|
2,206
|
|
|
$
|
23
|
|
|
|
Continuing Operations
|
|
|
||||||||
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
December 31, 2015:
|
|
|
|
|
|
|
||||||
Proved properties
|
|
$
|
20,900
|
|
|
$
|
668
|
|
|
$
|
21,568
|
|
Unproved properties
|
|
780
|
|
|
—
|
|
|
780
|
|
|||
|
|
21,680
|
|
|
668
|
|
|
22,348
|
|
|||
Accumulated depreciation, depletion and amortization
|
|
(8,754
|
)
|
|
(294
|
)
|
|
(9,048
|
)
|
|||
Accumulated impairment
|
|
(9,363
|
)
|
|
(118
|
)
|
|
(9,481
|
)
|
|||
Net capitalized costs
|
|
$
|
3,563
|
|
|
$
|
256
|
|
|
$
|
3,819
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014:
|
|
|
|
|
|
|
||||||
Proved properties
|
|
$
|
19,579
|
|
|
$
|
709
|
|
|
$
|
20,288
|
|
Unproved properties
|
|
677
|
|
|
—
|
|
|
677
|
|
|||
|
|
20,256
|
|
|
709
|
|
|
20,965
|
|
|||
Accumulated depreciation, depletion and amortization
|
|
(8,022
|
)
|
|
(130
|
)
|
|
(8,152
|
)
|
|||
Accumulated impairment
|
|
(4,581
|
)
|
|
—
|
|
|
(4,581
|
)
|
|||
Net capitalized costs
|
|
$
|
7,653
|
|
|
$
|
579
|
|
|
$
|
8,232
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(MMBOE)
|
|||||||
Proved Reserves:
|
|
|
|
|
|
|
|||
Beginning of year
|
|
645
|
|
|
612
|
|
|
566
|
|
Reserve additions
|
|
102
|
|
|
81
|
|
|
82
|
|
Reserve revisions
|
|
(174
|
)
|
|
51
|
|
|
14
|
|
Sales of properties
|
|
(8
|
)
|
|
(49
|
)
|
|
(1
|
)
|
Production
|
|
(56
|
)
|
|
(50
|
)
|
|
(49
|
)
|
End of year
|
|
509
|
|
|
645
|
|
|
612
|
|
(1)
|
All of our reserves in China are associated with production sharing contracts and are calculated using the economic interest method. We used the economic interest method in Malaysia until we sold our Malaysia business in 2014.
|
|
|
NGLs (MMBbls)
|
|
Total (MMBOE)
|
||||||||||||||||||||
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||||
|
|
Domestic
|
|
China
(1)
|
|
Malaysia
(1)
|
|
Total
|
|
Domestic
|
|
China
(1)
|
|
Malaysia
(1)
|
|
Total
|
||||||||
Proved developed and undeveloped reserves as of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
532
|
|
|
19
|
|
|
15
|
|
|
566
|
|
Revisions of previous estimates
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
5
|
|
|
7
|
|
|
2
|
|
|
14
|
|
Extensions, discoveries and other additions
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
78
|
|
|
—
|
|
|
2
|
|
|
80
|
|
Purchases of properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Sales of properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Production
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(40
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(49
|
)
|
December 31, 2013
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
576
|
|
|
25
|
|
|
11
|
|
|
612
|
|
Revisions of previous estimates
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
53
|
|
|
(2
|
)
|
|
—
|
|
|
51
|
|
Extensions, discoveries and other additions
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
71
|
|
|
1
|
|
|
—
|
|
|
72
|
|
Purchases of properties
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Sales of properties
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(39
|
)
|
|
—
|
|
|
(10
|
)
|
|
(49
|
)
|
Production
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(48
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(50
|
)
|
December 31, 2014
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
622
|
|
|
23
|
|
|
—
|
|
|
645
|
|
Revisions of previous estimates
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(167
|
)
|
|
(7
|
)
|
|
—
|
|
|
(174
|
)
|
Extensions, discoveries and other additions
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
Purchases of properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Sales of properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Production
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(50
|
)
|
|
(6
|
)
|
|
—
|
|
|
(56
|
)
|
December 31, 2015
|
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
499
|
|
|
10
|
|
|
—
|
|
|
509
|
|
Proved developed reserves as of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
280
|
|
|
4
|
|
|
14
|
|
|
298
|
|
December 31, 2013
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
322
|
|
|
4
|
|
|
11
|
|
|
337
|
|
December 31, 2014
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
329
|
|
|
9
|
|
|
—
|
|
|
338
|
|
December 31, 2015
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
319
|
|
|
10
|
|
|
—
|
|
|
329
|
|
Proved undeveloped reserves as of:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2012
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
252
|
|
|
15
|
|
|
1
|
|
|
268
|
|
December 31, 2013
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
254
|
|
|
21
|
|
|
—
|
|
|
275
|
|
December 31, 2014
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
293
|
|
|
14
|
|
|
—
|
|
|
307
|
|
December 31, 2015
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
(1)
|
All of our reserves in China are associated with production sharing contracts and are calculated using the economic interest method. We used the economic interest method in Malaysia until we sold our Malaysia business in 2014.
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||
|
|
Domestic
|
|
China
|
|
Malaysia
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
12,932
|
|
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
13,444
|
|
Less related future:
|
|
|
|
|
|
|
|
|
||||||||
Production costs
|
|
(5,914
|
)
|
|
(202
|
)
|
|
—
|
|
|
(6,116
|
)
|
||||
Development and abandonment costs
|
|
(2,262
|
)
|
|
(44
|
)
|
|
—
|
|
|
(2,306
|
)
|
||||
Future net cash flows before income taxes
|
|
4,756
|
|
|
266
|
|
|
—
|
|
|
5,022
|
|
||||
Future income tax expense
|
|
(211
|
)
|
|
3
|
|
|
—
|
|
|
(208
|
)
|
||||
Future net cash flows before 10% discount
|
|
4,545
|
|
|
269
|
|
|
—
|
|
|
4,814
|
|
||||
10% annual discount for estimating timing of cash flows
|
|
(1,991
|
)
|
|
(47
|
)
|
|
—
|
|
|
(2,038
|
)
|
||||
Standardized measure of discounted future net cash flows
|
|
$
|
2,554
|
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
2,776
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014:
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
31,758
|
|
|
$
|
2,183
|
|
|
$
|
—
|
|
|
$
|
33,941
|
|
Less related future:
|
|
|
|
|
|
|
|
|
||||||||
Production costs
|
|
(11,508
|
)
|
|
(784
|
)
|
|
—
|
|
|
(12,292
|
)
|
||||
Development and abandonment costs
|
|
(4,611
|
)
|
|
(73
|
)
|
|
—
|
|
|
(4,684
|
)
|
||||
Future net cash flows before income taxes
|
|
15,639
|
|
|
1,326
|
|
|
—
|
|
|
16,965
|
|
||||
Future income tax expense
|
|
(4,449
|
)
|
|
(221
|
)
|
|
—
|
|
|
(4,670
|
)
|
||||
Future net cash flows before 10% discount
|
|
11,190
|
|
|
1,105
|
|
|
—
|
|
|
12,295
|
|
||||
10% annual discount for estimating timing of cash flows
|
|
(5,860
|
)
|
|
(223
|
)
|
|
—
|
|
|
(6,083
|
)
|
||||
Standardized measure of discounted future net cash flows
|
|
$
|
5,330
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
6,212
|
|
|
|
|
|
|
|
|
|
|
||||||||
2013:
|
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
|
$
|
26,600
|
|
|
$
|
2,640
|
|
|
$
|
1,245
|
|
|
$
|
30,485
|
|
Less related future:
|
|
|
|
|
|
|
|
|
||||||||
Production costs
|
|
(8,302
|
)
|
|
(959
|
)
|
|
(771
|
)
|
|
(10,032
|
)
|
||||
Development and abandonment costs
|
|
(4,166
|
)
|
|
(143
|
)
|
|
(148
|
)
|
|
(4,457
|
)
|
||||
Future net cash flows before income taxes
|
|
14,132
|
|
|
1,538
|
|
|
326
|
|
|
15,996
|
|
||||
Future income tax expense
|
|
(4,278
|
)
|
|
(316
|
)
|
|
—
|
|
|
(4,594
|
)
|
||||
Future net cash flows before 10% discount
|
|
9,854
|
|
|
1,222
|
|
|
326
|
|
|
11,402
|
|
||||
10% annual discount for estimating timing of cash flows
|
|
(5,226
|
)
|
|
(320
|
)
|
|
(23
|
)
|
|
(5,569
|
)
|
||||
Standardized measure of discounted future net cash flows
|
|
$
|
4,628
|
|
|
$
|
902
|
|
|
$
|
303
|
|
|
$
|
5,833
|
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||
|
|
Domestic
|
|
China
|
|
Malaysia
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
2015:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of the period
|
|
$
|
5,330
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
6,212
|
|
Revisions of previous estimates:
|
|
|
|
|
|
|
|
|
||||||||
Changes in prices and costs
|
|
(6,126
|
)
|
|
(528
|
)
|
|
—
|
|
|
(6,654
|
)
|
||||
Changes in quantities
|
|
(1,140
|
)
|
|
(181
|
)
|
|
—
|
|
|
(1,321
|
)
|
||||
Changes in future development costs
|
|
2,179
|
|
|
14
|
|
|
—
|
|
|
2,193
|
|
||||
Previously estimated development costs incurred during the period
|
|
630
|
|
|
16
|
|
|
—
|
|
|
646
|
|
||||
Additions to proved reserves resulting from extensions, discoveries and improved recovery, less related costs
|
|
522
|
|
|
4
|
|
|
—
|
|
|
526
|
|
||||
Purchases and sales of reserves in place, net
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||
Accretion of discount
|
|
855
|
|
|
88
|
|
|
—
|
|
|
943
|
|
||||
Sales of oil and gas, net of production costs
|
|
(800
|
)
|
|
(207
|
)
|
|
—
|
|
|
(1,007
|
)
|
||||
Net change in income taxes
|
|
2,229
|
|
|
182
|
|
|
—
|
|
|
2,411
|
|
||||
Production timing and other
|
|
(1,104
|
)
|
|
(48
|
)
|
|
—
|
|
|
(1,152
|
)
|
||||
Net increase (decrease)
|
|
(2,776
|
)
|
|
(660
|
)
|
|
—
|
|
|
(3,436
|
)
|
||||
End of period
|
|
$
|
2,554
|
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
2,776
|
|
2014:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of the period
|
|
$
|
4,628
|
|
|
$
|
902
|
|
|
$
|
303
|
|
|
$
|
5,833
|
|
Revisions of previous estimates:
|
|
|
|
|
|
|
|
|
||||||||
Changes in prices and costs
|
|
(492
|
)
|
|
(119
|
)
|
|
(132
|
)
|
|
(743
|
)
|
||||
Changes in quantities
|
|
784
|
|
|
(104
|
)
|
|
—
|
|
|
680
|
|
||||
Changes in future development costs
|
|
253
|
|
|
(72
|
)
|
|
129
|
|
|
310
|
|
||||
Previously estimated development costs incurred during the period
|
|
698
|
|
|
147
|
|
|
12
|
|
|
857
|
|
||||
Additions to proved reserves resulting from extensions, discoveries and improved recovery, less related costs
|
|
860
|
|
|
—
|
|
|
—
|
|
|
860
|
|
||||
Purchases and sales of reserves in place, net
|
|
(171
|
)
|
|
—
|
|
|
(279
|
)
|
|
(450
|
)
|
||||
Accretion of discount
|
|
655
|
|
|
114
|
|
|
19
|
|
|
788
|
|
||||
Sales of oil and gas, net of production costs
|
|
(1,662
|
)
|
|
(21
|
)
|
|
(54
|
)
|
|
(1,737
|
)
|
||||
Net change in income taxes
|
|
(383
|
)
|
|
51
|
|
|
—
|
|
|
(332
|
)
|
||||
Production timing and other
|
|
160
|
|
|
(16
|
)
|
|
2
|
|
|
146
|
|
||||
Net increase (decrease)
|
|
702
|
|
|
(20
|
)
|
|
(303
|
)
|
|
379
|
|
||||
End of period
|
|
$
|
5,330
|
|
|
$
|
882
|
|
|
$
|
—
|
|
|
$
|
6,212
|
|
2013:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of the period
|
|
$
|
3,408
|
|
|
$
|
612
|
|
|
$
|
416
|
|
|
$
|
4,436
|
|
Revisions of previous estimates:
|
|
|
|
|
|
|
|
|
||||||||
Changes in prices and costs
|
|
944
|
|
|
2
|
|
|
33
|
|
|
979
|
|
||||
Changes in quantities
|
|
81
|
|
|
302
|
|
|
76
|
|
|
459
|
|
||||
Changes in future development costs
|
|
(83
|
)
|
|
(50
|
)
|
|
(126
|
)
|
|
(259
|
)
|
||||
Previously estimated development costs incurred during the period
|
|
549
|
|
|
130
|
|
|
79
|
|
|
758
|
|
||||
Additions to proved reserves resulting from extensions, discoveries and improved recovery, less related costs
|
|
1,012
|
|
|
—
|
|
|
49
|
|
|
1,061
|
|
||||
Purchases and sales of reserves in place, net
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Accretion of discount
|
|
470
|
|
|
82
|
|
|
33
|
|
|
585
|
|
||||
Sales of oil and gas, net of production costs
|
|
(973
|
)
|
|
(46
|
)
|
|
(330
|
)
|
|
(1,349
|
)
|
||||
Net change in income taxes
|
|
(815
|
)
|
|
(63
|
)
|
|
59
|
|
|
(819
|
)
|
||||
Production timing and other
|
|
22
|
|
|
(67
|
)
|
|
14
|
|
|
(31
|
)
|
||||
Net increase (decrease)
|
|
1,220
|
|
|
290
|
|
|
(113
|
)
|
|
1,397
|
|
||||
End of period
|
|
$
|
4,628
|
|
|
$
|
902
|
|
|
$
|
303
|
|
|
$
|
5,833
|
|
Exhibit
Number
|
|
Title
|
3.1
|
—
|
Fourth Amended and Restated Certificate of Incorporation of Newfield Exploration Company dated July 20, 2015 (incorporated by reference to Exhibit 3.1 to Newfield’s Current Report on Form 8-K filed with the SEC on July 27, 2015 (File No. 1-12534))
|
|
|
|
3.2
|
—
|
Amended and Restated Bylaws of Newfield (incorporated by reference to Exhibit 3.2 to Newfield’s Current Report on Form 8-K filed with the SEC on July 25, 2013 (File No. 1-12534))
|
|
|
|
4.1
|
—
|
Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (the “Senior Indenture”) (incorporated by reference to Exhibit 4.1 to Newfield’s Current Report on Form 8-K filed with the SEC on February 28, 2001 (File No. 1-12534))
|
|
|
|
4.1.1
|
—
|
Second Supplemental Indenture, dated as of September 30, 2011, to Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield’s Current Report on Form 8-K filed with the SEC on September 30, 2011 (File No. 1-12534))
|
|
|
|
4.1.2
|
—
|
Third Supplemental Indenture, dated as of June 26, 2012, to Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield’s Current Report on Form 8-K filed with the SEC on June 26, 2012 (File No. 1-12534))
|
|
|
|
4.1.3
|
—
|
Fourth Supplemental Indenture, dated as of March 10, 2015, to Senior Indenture dated as of February 28, 2001, between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield's Current Report on Form 8-K filed with the SEC on March 12, 2015 (File No. 1-12534))
|
|
|
|
4.2
|
—
|
Subordinated Indenture dated as of December 10, 2001 between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (the “Subordinated Indenture”) (incorporated by reference to Exhibit 4.5 to Newfield’s Registration Statement on Form S-3/A filed with the SEC on December 13, 2001 (Registration No. 333-71348))
|
|
|
|
†10.1
|
—
|
Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 10.7.2 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-12534))
|
|
|
|
†10.1.1
|
—
|
First Amendment to Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 10.3 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (File No. 1-12534))
|
|
|
|
†10.1.2
|
—
|
Second Amendment to Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 99.3 to Newfield’s Current Report on Form 8-K filed with the SEC on May 5, 2005 (File No. 1-12534))
|
|
|
|
†10.2
|
—
|
Form of 2008 Stock Option Agreement under 2000 Omnibus Stock Plan between Newfield and each of Lee K. Boothby, George T. Dunn, John H. Jasek, Gary D. Packer, James T. Zernell, Stephen C. Campbell, and Susan G. Riggs dated as of February 7, 2008 (incorporated by reference to Exhibit 10.3 to Newfield's Current Report on Form 8-K filed with the SEC on February 14, 2008 (File No. 1-12534))
|
|
|
|
†10.3
|
—
|
Newfield Exploration Company 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on May 4, 2009 (Registration No. 333-158961))
|
|
|
|
†10.4
|
—
|
Newfield Exploration Company 2011 Annual Incentive Plan (incorporated by reference to Exhibit 10.25 to Newfield's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
|
|
|
|
†*10.5
|
—
|
Newfield Exploration Company Deferred Compensation Plan as Amended and Restated as of May 15, 2015
|
|
|
|
†10.6
|
—
|
Fourth Amended and Restated Newfield Exploration Company Change of Control Severance Plan (incorporated by reference to Exhibit 10.18 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-12534))
|
|
|
|
†10.7
|
—
|
Form of Third Amended and Restated Change of Control Severance Agreement between Newfield and Lee K. Boothby dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.31 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
|
|
|
|
†10.8
|
—
|
Form of Second Amended and Restated Change of Control Severance Agreement between Newfield and each of John H. Jasek and James T. Zernell dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.32 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
|
|
|
|
†10.9
|
—
|
Form of Fourth Amended and Restated Change of Control Severance Agreement between Newfield and each of George T. Dunn and Gary D. Packer dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.33 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
|
|
|
|
†10.10
|
—
|
Form of Indemnification Agreement between Newfield and each of its directors and executive officers (incorporated by reference to Exhibit 10.20 to Newfield’s Current Report on Form 8-K filed with the SEC on February 6, 2009 (File No. 1-12534))
|
|
|
|
†10.11
|
—
|
Form of 2011 Executive Officer TSR Restricted Stock Unit Award Agreement under 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 1-12534))
|
|
|
|
†10.12
|
—
|
Newfield Exploration Company 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on May 5, 2011 (Registration No. 333-173964))
|
|
|
|
†10.12.1
|
—
|
Newfield Exploration Company Amended and Restated 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield’s Current Report on Form 8-K filed with the SEC on May 3, 2013 (File No. 1-12534))
|
|
|
|
†10.12.2
|
—
|
Newfield Exploration Company Second Amended and Restated 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on June 3, 2015 (Registration No. 333-204694))
|
|
|
|
†10.13
|
—
|
Form of Non-Employee Director Restricted Stock Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.5 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 1-12534))
|
|
|
|
†10.14
|
—
|
Form of 2013 Executive Officer Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (File No. 1-12534))
|
|
|
|
†10.15
|
—
|
Form of 2013 Executive Officer TSR Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.2 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (File No. 1-12534))
|
|
|
|
†10.16
|
—
|
Form of 2014 Cash-Settled Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to Newfield's Current Report on Form 8-K filed with the SEC on February 19, 2014 (File No. 1-12534))
|
|
|
|
†10.17
|
—
|
Form of 2014 Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on February 19, 2014 (File No. 1-12534))
|
|
|
|
†10.18
|
—
|
Amended Form of 2014 Executive Officer TSR Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (File No. 1-12534))
|
|
|
|
†10.19
|
—
|
Form of 2015 TSR Executive Officer Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (File No. 1-12534))
|
|
|
|
†*10.20
|
—
|
Form of 2015 Cash-Settled Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan
|
|
|
|
†*10.21
|
—
|
Form of 2015 Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan
|
|
|
|
†*10.22
|
—
|
Summary of Non-Employee Director Compensation Program effective May 15, 2015
|
|
|
|
†10.23
|
—
|
Newfield Exploration Company 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Newfield's Registration Statement on Form S-8 filed with the SEC on May 10, 2010 (File No. 333-166672))
|
|
|
|
†10.23.1
|
—
|
Amendment No. 1 to the Newfield Exploration Company 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1to Newfield's Current Report on Form 8-K filed with the SEC on February 11, 2014 (File No. 1-12534))
|
|
|
|
†*10.24
|
—
|
Newfield Exploration Company Non-Employee Director Deferred Compensation Plan effective as of October 27, 2015
|
|
|
|
10.25
|
—
|
Credit Agreement, dated as of June 2, 2011, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Bank ASA, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.1 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 1-12534))
|
|
|
|
10.25.1
|
—
|
First Amendment to Credit Agreement, dated as of September 27, 2011, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Bank ASA, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 1-12534))
|
|
|
|
10.25.2
|
—
|
Second Amendment to Credit Agreement, dated as of April 29, 2013, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Bank ASA, Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.36.2 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 1-12534))
|
|
|
|
10.25.3
|
—
|
Third Amendment to Credit Agreement, dated as of June 25, 2013, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Bank ASA, Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (File No. 1-12534))
|
|
|
|
10.25.4
|
—
|
Fourth Amendment to Credit Agreement, dated as of March 5, 2015, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, U.S. Bank National Association, Sumitomo Mitsui Banking Corporation and Credit Suisse AG, Cayman Islands Branch, as Documentation Agents, and BMO Harris Bank N.A., Canadian Imperial Bank of Commerce, New York Branch, Goldman Sachs Bank USA and Mizuho Bank Ltd., as Managing Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (File No. 1-12534))
|
|
|
|
10.26
|
—
|
Share Purchase Agreement between Newfield International Holdings Inc., as Seller, and SapuraKencana Petroleum Berhad, as Purchaser, dated as of October 22, 2013 (incorporated by reference to Exhibit 2.1 to Newfield’s Current Report on Form 8-K filed with the SEC on February 14, 2014 (File No. 1-12534))
|
|
|
|
10.26.1
|
—
|
Amendment to Share Purchase Agreement between Newfield International Holdings Inc., as Seller, and SapuraKencana Petroleum Berhad, as Purchaser, dated as of February 9, 2014 (incorporated by reference to Exhibit 2.2 to Newfield's Current Report on Form 8-K filed with the SEC on February 14, 2014 (File No. 1-12534))
|
|
|
|
†10.27
|
—
|
Retirement Agreement of Terry W. Rathert (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on August 29, 2014 (File No. 1-12534))
|
|
|
|
†10.28
|
—
|
Form of Change of Control Severance Agreement by and between Newfield and Lawrence S. Massaro (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on December 23, 2014 (File No. 1-12534))
|
|
|
|
†10.29
|
—
|
Retirement Agreement of William D. Schneider (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on January 14, 2015 (File No. 1-12534))
|
|
|
|
*21.1
|
—
|
List of Significant Subsidiaries
|
|
|
|
*23.1
|
—
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
*23.2
|
—
|
Consent of Ryder Scott Company, L.P.
|
|
|
|
*23.3
|
—
|
Consent of DeGolyer and MacNaughton
|
|
|
|
*24.1
|
—
|
Power of Attorney
|
|
|
|
*31.1
|
—
|
Certification of Chief Executive Officer of Newfield Exploration Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*31.2
|
—
|
Certification of Chief Financial Officer of Newfield Exploration Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*32.1
|
—
|
Certification of Chief Executive Officer of Newfield Exploration Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*32.2
|
—
|
Certification of Chief Financial Officer of Newfield Exploration Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*99.1
|
—
|
Reserve Audit Report of Ryder Scott Company, L.P., dated January 12, 2016
|
|
|
|
*99.2
|
—
|
Reserve Audit Report of DeGolyer and MacNaughton, dated January 20, 2016
|
|
|
|
*101.INS
|
—
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
—
|
XBRL Schema Document
|
|
|
|
*101.CAL
|
—
|
XBRL Calculation Linkbase Document
|
|
|
|
*101.LAB
|
—
|
XBRL Label Linkbase Document
|
|
|
|
*101.PRE
|
—
|
XBRL Presentation Linkbase Document
|
|
|
|
*101.DEF
|
—
|
XBRL Definition Linkbase Document
|
*
|
Filed or furnished herewith.
|
†
|
Identifies management contracts and compensatory plans or arrangements.
|
NEWFIELD EXPLORATION COMPANY
|
||
|
|
|
By:
|
|
/s/ LEE K. BOOTHBY
|
|
|
Lee K. Boothby
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
|
|
/
S
/ LEE K. BOOTHBY
|
|
President, Chief Executive Officer and Chairman of the Board
|
|
Lee K. Boothby
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/
S
/ LAWRENCE S. MASSARO
|
|
Executive Vice President and Chief Financial Officer
|
|
Lawrence S. Massaro
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/
S
/ GEORGE W. FAIRCHILD, JR.
|
|
Chief Accounting Officer
|
|
George W. Fairchild, Jr.
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/
S
/ PAMELA J. GARDNER*
|
|
Director
|
|
Pamela J. Gardner
|
|
|
|
|
|
|
|
/
S
/ STEVEN W. NANCE*
|
|
Director
|
|
Steven W. Nance
|
|
|
|
|
|
|
|
/
S
/ ROGER B. PLANK*
|
|
Director
|
|
Roger B. Plank
|
|
|
|
|
|
|
|
/
S
/ THOMAS G. RICKS*
|
|
Director
|
|
Thomas G. Ricks
|
|
|
|
|
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/
S
/ JUANITA M. ROMANS*
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Director
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Juanita M. Romans
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/
S
/ JOHN W. SCHANCK*
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Director
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John W. Schanck
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/
S
/ J. TERRY STRANGE*
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Director
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J. Terry Strange
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/
S
/ J. KENT WELLS*
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Director
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J. Kent Wells
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*By:
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/s/ GEORGE W. FAIRCHILD, JR.
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George W. Fairchild, Jr.
as Attorney-in-Fact
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Exhibit
Number
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Title
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3.1
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—
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Fourth Amended and Restated Certificate of Incorporation of Newfield Exploration Company dated July 20, 2015 (incorporated by reference to Exhibit 3.1 to Newfield’s Current Report on Form 8-K filed with the SEC on July 27, 2015 (File No. 1-12534))
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3.2
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—
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Amended and Restated Bylaws of Newfield (incorporated by reference to Exhibit 3.2 to Newfield’s Current Report on Form 8-K filed with the SEC on July 25, 2013 (File No. 1-12534))
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4.1
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—
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Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (the “Senior Indenture”) (incorporated by reference to Exhibit 4.1 to Newfield’s Current Report on Form 8-K filed with the SEC on February 28, 2001 (File No. 1-12534))
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4.1.1
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—
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Second Supplemental Indenture, dated as of September 30, 2011, to Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield’s Current Report on Form 8-K filed with the SEC on September 30, 2011 (File No. 1-12534))
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4.1.2
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—
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Third Supplemental Indenture, dated as of June 26, 2012, to Senior Indenture dated as of February 28, 2001 between Newfield and U.S. Bank National Association (as successor to First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield’s Current Report on Form 8-K filed with the SEC on June 26, 2012 (File No. 1-12534))
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4.1.3
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—
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Fourth Supplemental Indenture, dated as of March 10, 2015, to Senior Indenture dated as of February 28, 2001, between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (incorporated by reference to Exhibit 4.2 to Newfield's Current Report on Form 8-K filed with the SEC on March 12, 2015 (File No. 1-12534))
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4.2
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—
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Subordinated Indenture dated as of December 10, 2001 between Newfield and U.S. Bank National Association (as successor to Wachovia Bank, National Association (formerly First Union National Bank)), as Trustee (the “Subordinated Indenture”) (incorporated by reference to Exhibit 4.5 to Newfield’s Registration Statement on Form S-3/A filed with the SEC on December 13, 2001 (Registration No. 333-71348))
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†10.1
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—
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Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 10.7.2 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-12534))
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†10.1.1
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—
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First Amendment to Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 10.3 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (File No. 1-12534))
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†10.1.2
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—
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Second Amendment to Newfield Exploration Company 2000 Omnibus Stock Plan (As Amended and Restated Effective February 14, 2002) (incorporated by reference to Exhibit 99.3 to Newfield’s Current Report on Form 8-K filed with the SEC on May 5, 2005 (File No. 1-12534))
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†10.2
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—
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Form of 2008 Stock Option Agreement under 2000 Omnibus Stock Plan between Newfield and each of Lee K. Boothby, George T. Dunn, John H. Jasek, Gary D. Packer, James T. Zernell, Stephen C. Campbell, and Susan G. Riggs dated as of February 7, 2008 (incorporated by reference to Exhibit 10.3 to Newfield's Current Report on Form 8-K filed with the SEC on February 14, 2008 (File No. 1-12534))
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†10.3
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—
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Newfield Exploration Company 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on May 4, 2009 (Registration No. 333-158961))
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†10.4
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—
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Newfield Exploration Company 2011 Annual Incentive Plan (incorporated by reference to Exhibit 10.25 to Newfield's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
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†*10.5
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—
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Newfield Exploration Company Deferred Compensation Plan as Amended and Restated as of May 15, 2015
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†10.6
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—
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Fourth Amended and Restated Newfield Exploration Company Change of Control Severance Plan (incorporated by reference to Exhibit 10.18 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-12534))
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†10.7
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—
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Form of Third Amended and Restated Change of Control Severance Agreement between Newfield and Lee K. Boothby dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.31 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
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†10.8
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—
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Form of Second Amended and Restated Change of Control Severance Agreement between Newfield and each of John H. Jasek and James T. Zernell dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.32 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
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†10.9
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—
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Form of Fourth Amended and Restated Change of Control Severance Agreement between Newfield and each of George T. Dunn and Gary D. Packer dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.33 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-12534))
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†10.10
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—
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Form of Indemnification Agreement between Newfield and each of its directors and executive officers (incorporated by reference to Exhibit 10.20 to Newfield’s Current Report on Form 8-K filed with the SEC on February 6, 2009 (File No. 1-12534))
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†10.11
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—
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Form of 2011 Executive Officer TSR Restricted Stock Unit Award Agreement under 2009 Omnibus Stock Plan (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 1-12534))
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†10.12
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—
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Newfield Exploration Company 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on May 5, 2011 (Registration No. 333-173964))
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†10.12.1
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—
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Newfield Exploration Company Amended and Restated 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield’s Current Report on Form 8-K filed with the SEC on May 3, 2013 (File No. 1-12534))
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†10.12.2
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—
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Newfield Exploration Company Second Amended and Restated 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 99.1 to Newfield’s Registration Statement on Form S-8 filed with the SEC on June 3, 2015 (Registration No. 333-204694))
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†10.13
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—
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Form of Non-Employee Director Restricted Stock Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.5 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 1-12534))
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†10.14
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—
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Form of 2013 Executive Officer Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (File No. 1-12534))
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†10.15
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—
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Form of 2013 Executive Officer TSR Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.2 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (File No. 1-12534))
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†10.16
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—
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Form of 2014 Cash-Settled Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to Newfield's Current Report on Form 8-K filed with the SEC on February 19, 2014 (File No. 1-12534))
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†10.17
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—
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Form of 2014 Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on February 19, 2014 (File No. 1-12534))
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†10.18
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—
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Amended Form of 2014 Executive Officer TSR Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (File No. 1-12534))
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†10.19
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—
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Form of 2015 TSR Executive Officer Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan (incorporated by reference to Exhibit 10.3 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (File No. 1-12534))
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†*10.20
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—
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Form of 2015 Cash-Settled Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan
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†*10.21
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—
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Form of 2015 Restricted Stock Unit Award Agreement under 2011 Omnibus Stock Plan
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†*10.22
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—
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Summary of Non-Employee Director Compensation Program effective May 15, 2015
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†10.23
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—
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Newfield Exploration Company 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Newfield's Registration Statement on Form S-8 filed with the SEC on May 10, 2010 (File No. 333-166672))
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†10.23.1
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—
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Amendment No. 1 to the Newfield Exploration Company 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1to Newfield's Current Report on Form 8-K filed with the SEC on February 11, 2014 (File No. 1-12534))
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†*10.24
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—
|
Newfield Exploration Company Non-Employee Director Deferred Compensation Plan effective as of October 27, 2015
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10.25
|
—
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Credit Agreement, dated as of June 2, 2011, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Bank ASA, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.1 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 1-12534))
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10.25.1
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—
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First Amendment to Credit Agreement, dated as of September 27, 2011, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and DNB Nor Bank ASA, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 1-12534))
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10.25.2
|
—
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Second Amendment to Credit Agreement, dated as of April 29, 2013, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Bank ASA, Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.36.2 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 1-12534))
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|
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10.25.3
|
—
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Third Amendment to Credit Agreement, dated as of June 25, 2013, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, and BBVA Compass, The Bank of Tokyo-Mitsubishi UFJ, Ltd., DNB Bank ASA, Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (File No. 1-12534))
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10.25.4
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—
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Fourth Amendment to Credit Agreement, dated as of March 5, 2015, by and among Newfield and JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Bank of Nova Scotia, U.S. Bank National Association, Sumitomo Mitsui Banking Corporation and Credit Suisse AG, Cayman Islands Branch, as Documentation Agents, and BMO Harris Bank N.A., Canadian Imperial Bank of Commerce, New York Branch, Goldman Sachs Bank USA and Mizuho Bank Ltd., as Managing Agents, and other Lenders thereto (incorporated by reference to Exhibit 10.2 to Newfield's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (File No. 1-12534))
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10.26
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—
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Share Purchase Agreement between Newfield International Holdings Inc., as Seller, and SapuraKencana Petroleum Berhad, as Purchaser, dated as of October 22, 2013 (incorporated by reference to Exhibit 2.1 to Newfield’s Current Report on Form 8-K filed with the SEC on February 14, 2014 (File No. 1-12534))
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10.26.1
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—
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Amendment to Share Purchase Agreement between Newfield International Holdings Inc., as Seller, and SapuraKencana Petroleum Berhad, as Purchaser, dated as of February 9, 2014 (incorporated by reference to Exhibit 2.2 to Newfield's Current Report on Form 8-K filed with the SEC on February 14, 2014 (File No. 1-12534))
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†10.27
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—
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Retirement Agreement of Terry W. Rathert (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on August 29, 2014 (File No. 1-12534))
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†10.28
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—
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Form of Change of Control Severance Agreement by and between Newfield and Lawrence S. Massaro (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on December 23, 2014 (File No. 1-12534))
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†10.29
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—
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Retirement Agreement of William D. Schneider (incorporated by reference to Exhibit 10.1 to Newfield's Current Report on Form 8-K filed with the SEC on January 14, 2015 (File No. 1-12534))
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*21.1
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—
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List of Significant Subsidiaries
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*23.1
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—
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Consent of PricewaterhouseCoopers LLP
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*23.2
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—
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Consent of Ryder Scott Company, L.P.
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*23.3
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—
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Consent of DeGolyer and MacNaughton
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*24.1
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—
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Power of Attorney
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*31.1
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—
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Certification of Chief Executive Officer of Newfield Exploration Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*31.2
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—
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Certification of Chief Financial Officer of Newfield Exploration Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*32.1
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—
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Certification of Chief Executive Officer of Newfield Exploration Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*32.2
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—
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Certification of Chief Financial Officer of Newfield Exploration Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*99.1
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—
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Reserve Audit Report of Ryder Scott Company, L.P., dated January 12, 2016
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*99.2
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—
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Reserve Audit Report of DeGolyer and MacNaughton, dated January 20, 2016
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*101.INS
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—
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XBRL Instance Document
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*101.SCH
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—
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XBRL Schema Document
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*101.CAL
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—
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XBRL Calculation Linkbase Document
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*101.LAB
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—
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XBRL Label Linkbase Document
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*101.PRE
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—
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XBRL Presentation Linkbase Document
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*101.DEF
|
—
|
XBRL Definition Linkbase Document
|
*
|
Filed or furnished herewith.
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†
|
Identifies management contracts and compensatory plans or arrangements.
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|
Awardee
|
Date of Award:
|
February 11, 2015
|
Vesting Effective Date
|
First Vesting Date: August 15, 2015
Second Vesting Date: August 15, 2016
Third Vesting Date: August 15, 2017
Fourth Vesting Date: February 15, 2018
|
Number of Restricted Stock Units:
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__________________
|
(a)
|
on the First Vesting Date set forth above (the “
Vesting Effective Date
”), the Forfeiture Restrictions shall lapse as to one-fourth of the Cash-Settled Restricted Stock Units subject to this Cash-Settled Restricted Stock Unit Award Agreement (this “
Agreement
”); and
|
(b)
|
on each succeeding Vesting Effective Date, the Forfeiture Restrictions shall lapse as to an additional one-fourth of the Cash-Settled Restricted Stock Units subject to this Agreement, so that on the Fourth Vesting Date the Forfeiture Restrictions shall lapse as to all of the Cash-Settled Restricted Stock Units subject to this Agreement.
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1.
|
TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL.
The following provisions will apply in the event your employment with the Company or any direct and indirect wholly-owned subsidiary (collectively, the
“
Company Group
”
) terminates, or a Change of Control of the Company occurs prior to the Fourth Vesting Date under the Cash-Settled Restricted Stock Unit Award Agreement awarded to you (the “
Agreement
”).
|
2.
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PROHIBITED ACTIVITY
. Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in a “Prohibited Activity,” as described below, while employed by one or more members of the Company Group or within two years after the date your employment with the Company Group terminates, then your right to receive a payment with respect to a Cash-Settled Restricted Stock Unit, to the extent still outstanding at that time, shall be completely forfeited. A “
Prohibited Activity
" shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if you divulge any non-public, confidential or proprietary information of the Company Group, but excluding information that (a) becomes generally available to the public other than as a result of your public use, disclosure, or fault; or (b) becomes available to you on a non-confidential basis after your employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by you,
provided
that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
|
3.
|
TAX WITHHOLDING
. To the extent that the receipt of the Cash-Settled Restricted Stock Units or the lapse of any forfeiture restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from any payment with respect to a Cash-Settled Restricted Stock Unit made under the Agreement or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation including (without limitation) shares of the Common Stock sufficient to satisfy the withholding obligation.
|
4.
|
NONTRANSFERABILITY AND BINDING.
The Cash-Settled Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of descent and distribution). Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of the Agreement or the Terms and Conditions shall be void and the Company shall not be bound thereby. The community interest, if any, of any spouse of Awardee in any of the Cash-Settled Restricted Stock Units shall be subject to all of the terms, conditions and restrictions of the Agreement and the Terms and Conditions, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring Awardee’s interest in such Cash-Settled Restricted Stock Units to be so forfeited and surrendered pursuant to the Agreement or the Terms and Conditions. The Agreement shall be
|
5.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
|
6.
|
CASH-SETTLED RESTRICTED STOCK UNITS DO NOT AWARD ANY RIGHTS OF A STOCKHOLDER
. You shall not have the voting rights or any of the other rights, powers or privileges of a holder of the Common Stock with respect to the Cash-Settled Restricted Stock Units that are awarded hereby.
|
7.
|
EMPLOYMENT RELATIONSHIP.
For purposes of the Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, and the Committee’s determination shall be final and binding on all persons.
|
8.
|
NOT AN EMPLOYMENT AGREEMENT
. The Agreement is not an employment agreement, and no provision of the Agreement shall be construed or interpreted to create an employment relationship between you and any member of the Company Group or guarantee the right to remain employed by any member of the Company Group for any specified term.
|
9.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought.
|
10.
|
FUNDING.
You shall have no right, title, or interest whatsoever in or to any assets of the Company or any investments that the Company may make to aid it in meeting its obligations under the Agreement. Your right to receive payments under the Agreement shall be no greater than the right to an unsecured general creditor of the Company.
|
11.
|
MISCELLANEOUS
. The term “
you
” and “
your
” refer to the Awardee named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Agreement.
|
|
Awardee
|
|
Date of Award:
|
February 11, 2015
|
|
Vesting Dates:
|
|
|
|
First Vesting Date:
|
August 15, 2015
|
|
Second Vesting Date:
|
August 15, 2016
|
|
Third Vesting Date:
|
August 15, 2017
|
|
Fourth Vesting Date:
|
February 15, 2018
|
Number of Restricted Stock Units:
|
________________
|
(a)
|
on the First Vesting Date, the Forfeiture Restrictions shall lapse as to one-fourth of the RSUs subject to this Agreement; and
|
(b)
|
on each succeeding Vesting Date, the Forfeiture Restrictions shall lapse as to an additional one-fourth of the RSUs subject to this Agreement, so that on the Fourth Vesting Date the Forfeiture Restrictions shall lapse as to all of the RSUs subject to this Agreement.
|
1.
|
TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL.
The following provisions will apply in the event your employment with the Company and all direct and indirect wholly owned subsidiaries (collectively, the
“
Company Group
”
) terminates, or a Change of Control of the Company occurs prior to the Fourth Vesting Date under the Notice of Restricted Stock Unit Award that was awarded to you (the “
Notice
”):
|
2.
|
PROHIBITED ACTIVITY
. Notwithstanding any other provision of these Terms and Conditions or the Notice, if you engage in a “Prohibited Activity,” as described below, while employed by one or more members of the Company Group or within two years after the date your employment with the Company Group terminates, then your right to receive the shares of the Common Stock, to the extent still outstanding at that time, shall be completely forfeited. A "
Prohibited Activity
" shall be deemed to have occurred, as determined by the Committee in its sole and absolute discretion, if you divulge any non-public, confidential or proprietary information of the Company Group, but excluding information that (a) becomes generally available to the public other than as a result of your public use, disclosure, or fault, or (b) becomes available to you on a non-confidential basis after your employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by you,
provided
that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
|
3.
|
TAX WITHHOLDING
. To the extent that the receipt of the RSUs or the lapse of any forfeiture restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from any shares of Common Stock issued under the Notice or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation including (without limitation) shares of the Common Stock sufficient to satisfy the withholding obligation. No shares of Common Stock shall be withheld from the shares issued under the Notice in excess of the Company’s minimum statutory withholding obligations (determined using the minimum statutory withholding rates required by the relevant tax authorities, including your share of payroll taxes that are applicable to such supplemental taxable income.)
|
4.
|
NONTRANSFERABILITY.
The Notice is not transferable by you otherwise than by will or by the laws of descent and distribution.
|
5.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
The existence of the RSUs shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Notice to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
|
6.
|
RSUs DO NOT AWARD ANY RIGHTS OF A STOCKHOLDER
. You shall not have the voting rights or any of the other rights, powers or privileges of a holder of the Common Stock with respect
|
7.
|
EMPLOYMENT RELATIONSHIP.
For purposes of the Notice, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
8.
|
NOT AN EMPLOYMENT AGREEMENT
. The Notice is not an employment agreement, and no provision of the Notice shall be construed or interpreted to create an employment relationship between you and any member of the Company Group or guarantee the right to remain employed by any member of the Company Group for any specified term.
|
9.
|
SECURITIES ACT LEGEND.
If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the shares of the Common Stock issued under the Notice an appropriate legend restricting resale or other transfer of such shares except in accordance with such Act and all applicable rules thereunder.
|
10.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.
|
11.
|
FUNDING.
You shall have no right, title, or interest whatsoever in or to any assets of the Company or any investments which the Company may make to aid it in meeting its obligations under the Notice. Your right to receive payments under the Notice shall be no greater than the right to an unsecured general creditor of the Company.
|
12.
|
MISCELLANEOUS
. The Notice is awarded pursuant to and is subject to all of the terms and conditions of the Plan (including any amendments thereto), and these Terms and Conditions. In the event of a conflict between these Terms and Conditions, the Plan and the Notice, the Plan provisions will control. The term “
you
” and “
your
” refer to the Awardee named in the Notice. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Notice.
|
Annual Cash Retainer:
|
$75,000
|
|
|
Meeting Attendance Fees:
|
None
|
|
|
Committee Chair Annual Cash Fees:
|
Audit: $25,000
Compensation & Management Development: $20,000
Nominating & Corporate Governance: $20,000
Operations & Reserves: $20,000
|
|
|
Annual Restricted Stock Award:
|
$200,000 of restricted stock on date of Annual Meeting
Vests day before next Annual Meeting
|
|
|
Annual Lead Director Cash Fee:
|
$75,000
|
|
|
Page
|
|
ARTICLE I.
|
INTRODUCTION .............................................................................................
|
1
|
|
ARTICLE II.
|
DEFINITIONS ..................................................................................................
|
1
|
|
ARTICLE III.
|
ADMINISTRATION .........................................................................................
|
3
|
|
ARTICLE IV.
|
DEFERRED COMPENSATION ......................................................................
|
3
|
|
ARTICLE V.
|
ACCOUNTS .....................................................................................................
|
5
|
|
ARTICLE VI.
|
PLAN EARNINGS AND OTHER DISTRIBUTIONS ....................................
|
5
|
|
ARTICLE VII.
|
VESTING AND DISTRIBUTIONS .................................................................
|
6
|
|
ARTICLE VIII.
|
TERMINATION ................................................................................................
|
8
|
|
ARTICLE IX.
|
AMENDMENT OF THE PLAN .......................................................................
|
8
|
|
ARTICLE X.
|
GENERAL PROVISIONS ................................................................................
|
8
|
|
ARTICLE XI.
|
EFFECTIVE DATE ...........................................................................................
|
9
|
|
(a)
|
A Director may elect by December 31 (or such earlier date as the Administrator may prescribe) of each calendar year immediately preceding the calendar year in which:
|
(b)
|
Deferral elections shall be made by completing and executing an election form prescribed by the Administrator and delivering such election form to the Administrator on or before the Election Deadline. The deferral election shall specify the form of distribution (lump sum or annual installments as provided in
Article VII
) for both any Cash Compensation and any Restricted Stock deferred pursuant to the election. If a deferral election fails to specify a form of distribution for any Deferred Compensation, then the Deferred Compensation shall be distributed in a lump sum. Any such election shall become irrevocable as of the close of business on the date of the Election Deadline.
|
(a)
|
Notwithstanding anything to the contrary in
Section 4.01
, with respect to any Compensation to be Earned (with respect to Cash Compensation) or awarded (with respect to Restricted Stock) in calendar year 2015 after the Effective Date, a Director may make an election to defer such Compensation during the first 30 days after the Effective Date (or such earlier date as the Administrator may prescribe), provided that with respect to any Compensation, such election is made before such Compensation is Earned (in the case of Cash Compensation) or awarded (in the case of Restricted Stock).
|
(b)
|
Notwithstanding anything to the contrary in
Section 4.01
, any New Director may make an initial election within 30 days after the commencement of such New Director’s service on the Board (or such earlier date as the Administrator may prescribe), to defer 100% of the Cash Compensation (and Plan Earnings thereon) to be Earned by him or her or 100% of the Restricted Stock (and Plan Earnings thereon) to be awarded to him or her, or both, in the calendar year of such New Director’s election or appointment to the Board, provided that, with respect to any Compensation, such election is made before such Compensation is Earned (in the case of Cash Compensation) or awarded (in the case of Restricted Stock).
|
(c)
|
The deferral elections described in the preceding paragraphs shall be made by completing and executing an election form prescribed by the Administrator and delivering such election form to the Administrator within the timeframes described in
Sections 4.02(a) and (b)
, respectively. The deferral election shall specify the form of distribution (lump sum or annual installments as provided in
Article VII
) for both any Cash Compensation and any Restricted Stock deferred pursuant to the election. If a deferral election fails to specify a form of distribution for any Deferred Compensation, then the Deferred Compensation shall be distributed in a lump sum. Such elections shall become irrevocable as of the close of business on the last day of the applicable timeframes.
|
(d)
|
A Participant’s deferral election, whether with respect to Cash Compensation or Restricted Stock or both, shall apply only to compensation Earned or awarded (as the case may be) for services performed after the effective date of the election.
|
(a)
|
Any Deferred Compensation that is attributable to deferrals of Cash Compensation shall be credited to the Cash Subaccount of a Participant on the date such amount otherwise would have been paid to the Participant, and any Plan Earnings shall be credited in accordance with the provisions of
Article VI
, as applicable.
|
(b)
|
Any Deferred Compensation that is attributable to deferrals of Restricted Stock shall be credited to the RSU Subaccount of such Participant on the date the award of Restricted Stock otherwise would have been made to such Participant, and any Plan Earnings shall be credited in accordance with the provisions of
Article VI
, as applicable.
|
(c)
|
Separate records shall be kept with respect to each Participant of the Cash Compensation, on the one hand, and Restricted Stock awards, on the other, deferred under
Sections 4.01
and
4.02
.
|
(a)
|
Cash and Property (Other than Common Stock) Dividend Credits
. Additional Restricted Stock Units shall be credited to a Participant’s RSU Subaccount throughout the period of such Participant’s participation in the Plan until all distributions to which the Participant is entitled under
Section 7.02
or
Article VIII
have been made, in amounts equal in number to the number of shares (including fractional shares) of Common Stock with a Fair Market Value equal to (i) the amount of any cash dividends or distributions and (ii) the Fair Market Value of any distributions of property (other than the Common Stock but including any such securities convertible into the Common Stock), in each case to which the Participant would have been entitled from time to time had he or she been the owner on the record dates for the payment of such dividends or distributions of the number of shares of the Common Stock equal to the number of vested Restricted Stock Units in his or her RSU Subaccount on such dates. Each such credit shall be effective as of the payment date for such dividend or distribution.
|
(b)
|
Common Stock Dividend Credits
. Additional Restricted Stock Units shall be credited to a Participant’s RSU Subaccount throughout the period of his or her participation in the Plan until all distributions to which the Participant is entitled under
Section 7.02
or
Article VIII
have been made, equal in number to the number of shares (including fractional shares) of Common Stock to which the Participant would have been entitled from time to time as Common Stock dividends had such Participant been the owner on the record dates for the payments of such stock dividends of a number of shares of Common Stock equal to the number of vested Restricted Stock Units credited to his or her RSU Subaccount on such dates. Each such credit shall be effective as of the payment date for such dividend.
|
(a)
|
Except as otherwise provided in paragraphs (b), (c), (d) and (e) below, distribution shall be made in either (1) a lump sum, or (2) in substantially equal annual installment payments over a maximum period of five years, in each case as elected by the Participant pursuant to his or her deferral election in accordance with
Section 4.01
or
4.02
above. Except as provided in paragraph (b) below, the lump sum shall be paid, or the installment payments shall commence, as applicable, within 30 days following such Payment Date. All Plan Earnings accrued to the date of any distribution shall be paid in conjunction with such payment. Successive installment payments shall be paid on or about each anniversary of the initial installment payment date. The amount of each installment payment shall equal the Participant’s total Account balance, divided by the number of current and remaining installments.
|
(b)
|
In the case of a Participant who is a specified employee, within the meaning of Section 409A, unless the distribution is due to death, distribution shall be made or commence within 30 days following the first day of the seventh month following the month in which such Participant’s separation from service occurs.
|
(c)
|
If such Payment Date shall occur by reason of the Participant’s death, or if the Participant dies after such Payment Date but prior to receipt of all distributions provided for in this
Section 7.02
, any remaining payments shall continue to the Participant’s Beneficiary in accordance with the Participant’s distribution elections and the payment schedule described above. For this purpose, the Participant’s “Beneficiary” shall mean: (i) the beneficiary selected by the Participant on a form provided by the Administrator; (ii) if there is no such beneficiary designation effective at the Participant’s death, to the Participant’s surviving spouse; or (iii) if there is no such beneficiary designation effective or surviving spouse at the Participant’s death, to the Participant’s estate or personal representative.
|
(d)
|
Notwithstanding the foregoing, upon a Qualifying Change of Control, any remaining payments shall automatically be distributed to the Participant (or the Participant’s Beneficiary) in a single lump sum on or within 30 days following the date of such Qualifying Change of Control.
|
(e)
|
Any fraction of a Restricted Stock Unit to be distributed shall be converted into an amount in cash equal to the Fair Market Value of one share of the Common Stock on the trading day immediately preceding the date of distribution, multiplied by such fraction, and such cash shall be distributed.
|
Exact Name of Subsidiary and Name
Under Which Subsidiary Does Business
|
|
Jurisdiction of
Incorporation or Organization
|
Newfield Exploration Mid-Continent Inc.
|
|
Delaware
|
Newfield Rocky Mountains Inc.
|
|
Delaware
|
Newfield Production Company
|
|
Texas
|
|
|
Signature
|
Title
|
|
|
/s/ Lee K. Boothby
|
President, Chief Executive Officer and Chairman of the Board
|
Lee K. Boothby
|
|
|
|
/s/ Lawrence S. Massaro
|
Executive Vice President and Chief Financial Officer
|
Lawrence S. Massaro
|
|
|
|
/s/ George W. Fairchild, Jr.
|
Chief Accounting Officer
|
George W. Fairchild, Jr.
|
|
|
|
/s/ Pamela J. Gardner
|
Director
|
Pamela J. Gardner
|
|
|
|
/s/ Steven W. Nance
|
Director
|
Steven W. Nance
|
|
|
|
/s/ Roger B. Plank
|
Director
|
Roger B. Plank
|
|
|
|
/s/ Thomas G. Ricks
|
Director
|
Thomas G. Ricks
|
|
|
|
/s/ Juanita M. Romans
|
Director
|
Juanita M. Romans
|
|
|
|
/s/ John W. Schanck
|
Director
|
John W. Schanck
|
|
|
|
/s/ J. Terry Strange
|
Director
|
J. Terry Strange
|
|
|
|
/s/ J. Kent Wells
|
Director
|
J. Kent Wells
|
|
1.
|
I have reviewed this annual report on Form 10-K for the annual period ended
December 31, 2015
of Newfield Exploration Company (the “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 (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.
|
Date: February 24, 2016
|
By:
|
/s/ LEE K. BOOTHBY
|
|
|
Lee K. Boothby
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K for the annual period ended
December 31, 2015
of Newfield Exploration Company (the “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 (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.
|
Date: February 24, 2016
|
By:
|
/s/ LAWRENCE S. MASSARO
|
|
|
Lawrence S. Massaro
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: February 24, 2016
|
|
|
/s/ LEE K. BOOTHBY
|
|
|
|
Lee K. Boothby
|
|
|
|
(Principal Executive Officer)
|
Date: February 24, 2016
|
|
|
/s/ LAWRENCE S. MASSARO
|
|
|
|
Lawrence S. Massaro
|
|
|
|
(Principal Financial Officer)
|
As of December 31, 2015
|
|
|
Proved
|
|||||||||
|
|
Developed
|
|
|
|
Total
|
|||||
|
|
Producing
|
|
Non-Producing
|
|
Undeveloped
|
|
Proved
|
|||
Audited by Ryder Scott
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Net Reserves
|
|
|
|
|
|
|
|
|
|||
Oil/Condensate – MBBLS
|
|
84,451
|
|
10,730
|
|
27,351
|
|
122,532
|
|||
Plant Products – MBBLS
|
|
9,779
|
|
174
|
|
3,296
|
|
13,249
|
|||
Gas – MMCF
|
|
103,457
|
|
5,788
|
|
32,436
|
|
141,681
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Not Audited by Ryder Scott
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Net Reserves
|
|
|
|
|
|
|
|
|
|||
Oil/Condensate – MBBLS
|
|
28,251
|
|
1,637
|
|
54,468
|
|
84,356
|
|||
Plant Products – MBBLS
|
|
36,212
|
|
935
|
|
33,836
|
|
70,983
|
|||
Gas – MMCF
|
|
801,119
|
|
31,027
|
|
330,767
|
|
1,162,913
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Total Net Reserves
|
|
|
|
|
|
|
|
|
|||
Oil/Condensate – MBBLS
|
|
112,702
|
|
12,367
|
|
81,819
|
|
206,888
|
|||
Plant Products – MBBLS
|
|
45,991
|
|
1,109
|
|
37,132
|
|
84,232
|
|||
Gas – MMCF
|
|
904,576
|
|
36,815
|
|
363,203
|
|
1,304,594
|
(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.
|
1.
|
That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to Newfield dated
|
2.
|
That I attended the University of Texas at Austin, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1984; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 31 years of experience in oil and gas reservoir studies and reserves evaluations.
|