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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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72-1133047
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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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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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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Page
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March 31,
2017 |
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December 31,
2016 |
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ASSETS
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||||||||
Current assets:
|
|
|
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|
||||
Cash and cash equivalents
|
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$
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469
|
|
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$
|
555
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Short-term investments
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25
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|
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25
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||
Accounts receivable, net
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243
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|
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232
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|
||
Inventories
|
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25
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|
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16
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|
||
Derivative assets
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52
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75
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Other current assets
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51
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46
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Total current assets
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865
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|
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949
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Oil and gas properties, net — full cost method ($1,240
and $1,238 were excluded from amortization at March 31, 2017 and December 31, 2016, respectively)
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3,294
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3,140
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Other property and equipment, net
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166
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167
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Derivative assets
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2
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—
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Long-term investments
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22
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19
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Restricted cash
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28
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25
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Other assets
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11
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12
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Total assets
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$
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4,388
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$
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4,312
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
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Accounts payable
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$
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40
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$
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33
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Accrued liabilities
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434
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498
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Advances from joint owners
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61
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54
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Asset retirement obligations
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2
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2
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Derivative liabilities
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46
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97
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Total current liabilities
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583
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684
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Other liabilities
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65
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63
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Derivative liabilities
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—
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3
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Long-term debt
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2,432
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2,431
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Asset retirement obligations
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160
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154
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Deferred taxes
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48
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39
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Total long-term liabilities
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2,705
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2,690
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Commitments and contingencies (Note 11)
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Stockholders' equity:
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Preferred stock ($0.01 par value, 5,000,000 shares authorized; no shares issued)
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—
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—
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Common stock ($0.01 par value, 300,000,000 shares authorized at March 31, 2017 and December 31, 2016; 200,187,352 and 200,150,392 shares issued at March 31, 2017 and December 31, 2016, respectively)
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2
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2
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Additional paid-in capital
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3,263
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3,247
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Treasury stock (at cost, 1,220,606 and 1,195,809 shares at March 31, 2017 and December 31, 2016, respectively)
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(45
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)
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(44
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)
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Accumulated other comprehensive income (loss)
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(2
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)
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(2
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)
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Retained earnings (deficit)
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(2,118
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)
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(2,265
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)
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Total stockholders' equity
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1,100
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938
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Total liabilities and stockholders' equity
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$
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4,388
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$
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4,312
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Three Months Ended
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||||||
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March 31,
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||||||
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2017
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2016
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||||
Oil, gas and NGL revenues
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$
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417
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$
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284
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Operating expenses:
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Lease operating
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56
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61
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Transportation and processing
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72
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63
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Production and other taxes
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14
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10
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Depreciation, depletion and amortization
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106
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177
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General and administrative
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47
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44
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Ceiling test and other impairments
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—
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506
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Other
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1
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1
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Total operating expenses
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296
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862
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Income (loss) from operations
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121
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(578
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)
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Other income (expense):
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Interest expense
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(38
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)
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(41
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)
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Capitalized interest
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16
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9
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Commodity derivative income (expense)
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53
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(17
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)
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Other, net
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2
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1
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Total other income (expense)
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33
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(48
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)
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Income (loss) before income taxes
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154
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(626
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)
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Income tax provision (benefit):
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Current
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(2
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)
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(2
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)
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Deferred
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9
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—
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Total income tax provision (benefit)
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7
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(2
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)
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Net income (loss)
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$
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147
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$
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(624
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)
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Earnings (loss) per share:
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Basic
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$
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0.74
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$
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(3.52
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)
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Diluted
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$
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0.73
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$
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(3.52
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)
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Weighted-average number of shares outstanding for basic earnings (loss) per share
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199
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177
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Weighted-average number of shares outstanding for diluted earnings (loss) per share
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200
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177
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Comprehensive income (loss):
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Net income (loss)
|
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$
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147
|
|
|
$
|
(624
|
)
|
Other comprehensive income (loss), net of tax
|
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—
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|
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—
|
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Comprehensive income (loss)
|
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$
|
147
|
|
|
$
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(624
|
)
|
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Three Months Ended
|
||||||
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March 31,
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||||||
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2017
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2016
|
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Cash flows from operating activities:
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||||||
Net income (loss)
|
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$
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147
|
|
|
$
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(624
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)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
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Depreciation, depletion and amortization
|
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106
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|
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177
|
|
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Deferred tax provision (benefit)
|
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9
|
|
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—
|
|
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Stock-based compensation
|
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12
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8
|
|
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Unrealized (gain) loss on derivative contracts
|
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(33
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)
|
|
99
|
|
||
Ceiling test and other impairments
|
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—
|
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506
|
|
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Other, net
|
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2
|
|
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4
|
|
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Changes in operating assets and liabilities:
|
|
|
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(Increase) decrease in accounts receivable
|
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(11
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)
|
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15
|
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
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(58
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)
|
|
(102
|
)
|
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Other items, net
|
|
(7
|
)
|
|
(11
|
)
|
||
Net cash provided by (used in) operating activities
|
|
167
|
|
|
72
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Additions to oil and gas properties
|
|
(239
|
)
|
|
(273
|
)
|
||
Acquisitions of oil and gas properties
|
|
(4
|
)
|
|
(1
|
)
|
||
Proceeds (purchase price adjustments) from sales of oil and gas properties
|
|
(5
|
)
|
|
3
|
|
||
Additions to other property and equipment
|
|
(3
|
)
|
|
(4
|
)
|
||
Redemptions of investments
|
|
25
|
|
|
—
|
|
||
Purchases of investments
|
|
(25
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
|
(251
|
)
|
|
(275
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Proceeds from borrowings under credit arrangements
|
|
—
|
|
|
536
|
|
||
Repayments of borrowings under credit arrangements
|
|
—
|
|
|
(575
|
)
|
||
Proceeds from issuances of common stock, net
|
|
—
|
|
|
776
|
|
||
Purchases of treasury stock, net
|
|
(1
|
)
|
|
(2
|
)
|
||
Other
|
|
(1
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
(2
|
)
|
|
735
|
|
||
Increase (decrease) in cash and cash equivalents
|
|
(86
|
)
|
|
532
|
|
||
Cash and cash equivalents, beginning of period
|
|
555
|
|
|
5
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
469
|
|
|
$
|
537
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders' Equity
|
||||||||||||||
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Common Stock
|
|
Treasury Stock
|
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Shares
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Amount
|
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Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, December 31, 2016
|
200.2
|
|
|
$
|
2
|
|
|
(1.2
|
)
|
|
$
|
(44
|
)
|
|
$
|
3,247
|
|
|
$
|
(2,265
|
)
|
|
$
|
(2
|
)
|
|
$
|
938
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
16
|
|
||||||||||||
Treasury stock, net
|
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
|
|
|
|
(1
|
)
|
||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
147
|
|
|
|
|
147
|
|
||||||||||||
Balance, March 31, 2017
|
200.2
|
|
|
$
|
2
|
|
|
(1.2
|
)
|
|
$
|
(45
|
)
|
|
$
|
3,263
|
|
|
$
|
(2,118
|
)
|
|
$
|
(2
|
)
|
|
$
|
1,100
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
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(In millions)
|
||||||
Revenue
|
|
$
|
149
|
|
|
$
|
163
|
|
Joint interest
|
|
78
|
|
|
53
|
|
||
Other
|
|
32
|
|
|
32
|
|
||
Reserve for doubtful accounts
|
|
(16
|
)
|
|
(16
|
)
|
||
Total accounts receivable, net
|
|
$
|
243
|
|
|
$
|
232
|
|
|
|
|
|
NYMEX Contract Price Per Bbl
|
|
|
|||||||||||||||||||||
|
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|
|
|
|
|
|
|
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Collars
|
|
Estimated Fair Value
Asset (Liability) |
|||||||||||||||
Period and Type of Instrument
|
|
Volume in MBbls
|
|
Swaps
(Weighted Average) |
|
Purchased Calls (Weighted Average)
(2)
|
|
Sold Puts
(Weighted Average) (1) |
|
Floors
(Weighted Average) |
|
Ceilings
(Weighted Average) |
|
||||||||||||||
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(In millions)
|
|||||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed-price swaps
|
|
4,675
|
|
|
$
|
45.43
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
Fixed-price swaps with sold puts:
|
|
3,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed-price swaps
|
|
|
|
87.99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||||
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
73.09
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||||||
Collars with sold puts:
|
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Collars
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.00
|
|
|
95.69
|
|
|
36
|
|
|||||||
Sold puts
|
|
|
|
—
|
|
|
—
|
|
|
75.00
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||||
Purchased calls
|
|
4,028
|
|
|
—
|
|
|
73.52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Total
|
|
$
|
30
|
|
(1)
|
For the volumes with sold puts, if the market prices remain below our sold puts at contract settlement, we will receive the market price plus the following:
|
•
|
the difference between our floors and our sold puts for collars with sold puts; or
|
•
|
the difference between our swaps and our sold puts for fixed-price swaps with sold puts.
|
(2)
|
We deferred the premiums related to the purchased calls until contract settlement. At
March 31, 2017
, the deferred premiums totaled
$7 million
.
|
|
|
|
|
NYMEX Contract Price Per MMBtu
|
|
|
|||||||||||||
|
|
|
|
|
|
Collars
|
|
Estimated Fair Value Asset (Liability)
|
|||||||||||
Period and Type of Instrument
|
|
Volume in MMMBtus
|
|
Swaps (Weighted Average)
|
|
Floors (Weighted Average)
|
|
Ceilings (Weighted Average)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|||||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed-price swaps
|
|
20,625
|
|
|
$
|
2.73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
Collars
|
|
41,260
|
|
|
—
|
|
|
2.82
|
|
|
3.23
|
|
|
(10
|
)
|
||||
2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed-price swaps
|
|
10,950
|
|
|
3.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Collars
|
|
18,150
|
|
|
—
|
|
|
3.00
|
|
|
3.55
|
|
|
—
|
|
||||
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
|
||||||||||||||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oil positions
|
|
$
|
156
|
|
|
$
|
(104
|
)
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
(126
|
)
|
|
$
|
104
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
Natural gas positions
|
|
10
|
|
|
(8
|
)
|
|
—
|
|
|
2
|
|
|
(32
|
)
|
|
8
|
|
|
(24
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
166
|
|
|
$
|
(112
|
)
|
|
$
|
52
|
|
|
$
|
2
|
|
|
$
|
(158
|
)
|
|
$
|
112
|
|
|
$
|
(46
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil positions
|
|
$
|
226
|
|
|
$
|
(151
|
)
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
(197
|
)
|
|
$
|
151
|
|
|
$
|
(46
|
)
|
|
$
|
—
|
|
Natural gas positions
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
10
|
|
|
(51
|
)
|
|
(3
|
)
|
||||||||
Total
|
|
$
|
236
|
|
|
$
|
(161
|
)
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
(261
|
)
|
|
$
|
161
|
|
|
$
|
(97
|
)
|
|
$
|
(3
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions)
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Realized gain (loss) on oil positions
|
|
$
|
26
|
|
|
$
|
71
|
|
Realized gain (loss) on natural gas positions
|
|
(6
|
)
|
|
11
|
|
||
Total realized gain (loss)
|
|
20
|
|
|
82
|
|
||
Unrealized gain (loss) on oil positions
|
|
1
|
|
|
(83
|
)
|
||
Unrealized gain (loss) on natural gas positions
|
|
32
|
|
|
(16
|
)
|
||
Total unrealized gain (loss)
|
|
33
|
|
|
(99
|
)
|
||
Total
|
|
$
|
53
|
|
|
$
|
(17
|
)
|
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.
|
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).
|
|
|
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, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Money market fund investments
|
|
$
|
320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
320
|
|
Deferred compensation plan assets
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Equity securities available-for-sale
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Oil and gas derivative swap contracts
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||
Oil and gas derivative option contracts
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
||||
Stock-based compensation liability awards
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Total
|
|
$
|
324
|
|
|
$
|
50
|
|
|
$
|
(75
|
)
|
|
$
|
299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market fund investments
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236
|
|
Deferred compensation plan assets
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Equity securities available-for-sale
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Oil and gas derivative swap contracts
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Oil and gas derivative option contracts
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||
Stock-based compensation liability awards
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
Total
|
|
$
|
241
|
|
|
$
|
71
|
|
|
$
|
(63
|
)
|
|
$
|
249
|
|
|
|
Derivatives
|
||
|
|
(In millions)
|
||
Balance at January 1, 2016
|
|
$
|
(308
|
)
|
Unrealized gains (losses) included in earnings
|
|
(46
|
)
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
|
Settlements
|
|
92
|
|
|
Transfers into Level 3
|
|
—
|
|
|
Transfers out of Level 3
|
|
—
|
|
|
Balance at March 31, 2016
|
|
$
|
(262
|
)
|
Change in unrealized gains or losses included in earnings relating to Level 3 instruments still held at March 31, 2016
|
|
$
|
(32
|
)
|
|
|
|
||
Balance at January 1, 2017
|
|
$
|
(75
|
)
|
Unrealized gains (losses) included in earnings
|
|
(6
|
)
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
|
Settlements
|
|
18
|
|
|
Transfers into Level 3
|
|
—
|
|
|
Transfers out of Level 3
|
|
—
|
|
|
Balance at March 31, 2017
|
|
$
|
(63
|
)
|
Change in unrealized gains or losses included in earnings relating to Level 3 instruments still held at March 31, 2017
|
|
$
|
(4
|
)
|
|
|
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
|
|
$
|
(53
|
)
|
|
Modified Black-Scholes
|
|
Oil price volatility
|
|
22.57
|
%
|
|
—
|
|
118.40%
|
|
|
|
|
|
|
Credit risk
|
|
0.01
|
%
|
|
—
|
|
1.25%
|
||
Natural gas option contracts
|
|
$
|
(10
|
)
|
|
Modified Black-Scholes
|
|
Natural gas price volatility
|
|
24.33
|
%
|
|
—
|
|
41.31%
|
|
|
|
|
|
|
Credit risk
|
|
0.01
|
%
|
|
—
|
|
1.25%
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In millions)
|
||||||
5¾% Senior Notes due 2022
|
|
$
|
796
|
|
|
$
|
789
|
|
5⅝% Senior Notes due 2024
|
|
1,054
|
|
|
1,044
|
|
||
5⅜% Senior Notes due 2026
|
|
731
|
|
|
714
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In millions)
|
||||||
Proved
|
|
$
|
22,253
|
|
|
$
|
21,998
|
|
Unproved
|
|
1,240
|
|
|
1,238
|
|
||
Gross oil and gas properties
|
|
23,493
|
|
|
23,236
|
|
||
Accumulated depreciation, depletion and amortization
|
|
(9,690
|
)
|
|
(9,587
|
)
|
||
Accumulated impairment
|
|
(10,509
|
)
|
|
(10,509
|
)
|
||
Net oil and gas properties
|
|
$
|
3,294
|
|
|
$
|
3,140
|
|
|
|
Costs Incurred In
|
|
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014 & Prior
|
|
Total
|
||||||||||
|
|
(In millions)
|
|
|
||||||||||||||||
Acquisition costs
|
|
$
|
40
|
|
|
$
|
532
|
|
|
$
|
339
|
|
|
$
|
196
|
|
|
$
|
1,107
|
|
Exploration costs
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Capitalized interest
|
|
16
|
|
|
51
|
|
|
33
|
|
|
31
|
|
|
131
|
|
|||||
Total costs withheld from amortization
|
|
$
|
56
|
|
|
$
|
585
|
|
|
$
|
372
|
|
|
$
|
227
|
|
|
$
|
1,240
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In millions)
|
||||||
Furniture, fixtures and equipment
|
|
$
|
153
|
|
|
$
|
150
|
|
Gathering systems and equipment
|
|
116
|
|
|
115
|
|
||
Accumulated depreciation and amortization
|
|
(103
|
)
|
|
(98
|
)
|
||
Net other property and equipment
|
|
$
|
166
|
|
|
$
|
167
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In millions)
|
||||||
Revenue payable
|
|
$
|
210
|
|
|
$
|
196
|
|
Accrued capital costs
|
|
96
|
|
|
92
|
|
||
Accrued lease operating expenses
|
|
31
|
|
|
37
|
|
||
Employee incentive expense
|
|
16
|
|
|
48
|
|
||
Accrued interest on debt
|
|
32
|
|
|
67
|
|
||
Taxes payable
|
|
13
|
|
|
15
|
|
||
Other
|
|
36
|
|
|
43
|
|
||
Total accrued liabilities
|
|
$
|
434
|
|
|
$
|
498
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(In millions)
|
||||||
Senior unsecured debt:
|
|
|
|
|
||||
5¾% Senior Notes due 2022
|
|
$
|
750
|
|
|
$
|
750
|
|
5⅝% Senior Notes due 2024
|
|
1,000
|
|
|
1,000
|
|
||
5⅜% Senior Notes due 2026
|
|
700
|
|
|
700
|
|
||
Total senior unsecured debt
|
|
2,450
|
|
|
2,450
|
|
||
Debt issuance costs
|
|
(18
|
)
|
|
(19
|
)
|
||
Total long-term debt
|
|
$
|
2,432
|
|
|
$
|
2,431
|
|
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Firm transportation
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
123
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions, except per share data)
|
||||||
Net income (loss)
|
|
$
|
147
|
|
|
$
|
(624
|
)
|
|
|
|
|
|
||||
Weighted-average shares (denominator):
|
|
|
|
|
|
|||
Weighted-average shares — basic
|
|
199
|
|
|
177
|
|
||
Dilution effect of stock options and unvested restricted stock awards and restricted stock units outstanding at end of period
|
|
1
|
|
|
—
|
|
||
Weighted-average shares — diluted
|
|
200
|
|
|
177
|
|
||
Excluded due to anti-dilutive effect
|
|
1
|
|
|
1
|
|
||
|
|
|
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|||
Basic
|
|
$
|
0.74
|
|
|
$
|
(3.52
|
)
|
Diluted
|
|
$
|
0.73
|
|
|
$
|
(3.52
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions)
|
||||||
Equity awards
|
|
$
|
16
|
|
|
$
|
9
|
|
Liability awards — cash-settled restricted stock units
|
|
2
|
|
|
3
|
|
||
Total stock-based compensation
|
|
18
|
|
|
12
|
|
||
Capitalized in oil and gas properties
|
|
(5
|
)
|
|
(4
|
)
|
||
Net stock-based compensation expense
|
|
$
|
13
|
|
|
$
|
8
|
|
|
|
Service-Based
Shares
|
|
Weighted- Average Grant Date Fair Value per Share
|
|
Market-Based
Shares
(1)
|
|
Weighted- Average Grant Date Fair Value per Share
|
|
Total
Shares
|
|||||||
|
|
(In thousands, except per share data)
|
|||||||||||||||
Non-vested shares outstanding at January 1, 2017
|
|
1,574
|
|
|
$
|
35.56
|
|
|
859
|
|
|
$
|
26.28
|
|
|
2,433
|
|
Granted
|
|
268
|
|
|
39.56
|
|
|
323
|
|
|
50.22
|
|
|
591
|
|
||
Forfeited
|
|
(19
|
)
|
|
18.70
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||
Vested
|
|
(37
|
)
|
|
25.38
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||
Non-vested shares outstanding at March 31, 2017
|
|
1,786
|
|
|
$
|
36.41
|
|
|
1,182
|
|
|
$
|
32.81
|
|
|
2,968
|
|
(1)
|
In February 2017, we granted approximately
323,000
restricted stock units, which based on achievement of certain criteria, could vest within a range of
0%
to
200%
of shares granted upon completion of the period ending December 31, 2019.
|
|
|
Cash-Settled Restricted Stock Units
|
|
|
|
(In thousands)
|
|
Non-vested units outstanding at January 1, 2017
|
|
460
|
|
Granted
|
|
235
|
|
Forfeited
|
|
(12
|
)
|
Vested
|
|
(26
|
)
|
Non-vested units outstanding at March 31, 2017
|
|
657
|
|
|
|
Severance and Related Benefit Costs
|
|
Office-lease Abandonment Costs
(1)
|
|
Relocation Costs
|
|
Other Associated Costs
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Restructuring liability at January 1, 2017
|
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Additions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Settlements
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Revisions
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Restructuring liability at March 31, 2017
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Cumulative costs as of March 31, 2017
|
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
55
|
|
Expected total costs as of March 31, 2017
|
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
55
|
|
(1)
|
The office-lease abandonment liability will be relieved while lease payments are made and sublease income is received over the life of the lease ending 2022.
|
16
.
|
Segment Information
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Three Months Ended March 31, 2017:
|
|
|
|
|
|
|
||||||
Oil, gas and NGL revenues
|
|
$
|
383
|
|
|
$
|
34
|
|
|
$
|
417
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
48
|
|
|
8
|
|
|
56
|
|
|||
Transportation and processing
|
|
72
|
|
|
—
|
|
|
72
|
|
|||
Production and other taxes
|
|
14
|
|
|
—
|
|
|
14
|
|
|||
Depreciation, depletion and amortization
|
|
96
|
|
|
10
|
|
|
106
|
|
|||
General and administrative
|
|
46
|
|
|
1
|
|
|
47
|
|
|||
Other
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Allocated income tax (benefit)
|
|
39
|
|
|
9
|
|
|
|
||||
Net income (loss) from oil and gas properties
|
|
$
|
67
|
|
|
$
|
6
|
|
|
|
||
Total operating expenses
|
|
|
|
|
|
296
|
|
|||||
Income (loss) from operations
|
|
|
|
|
|
121
|
|
|||||
Interest expense, net of interest income, capitalized interest and other
|
|
|
|
|
|
(20
|
)
|
|||||
Commodity derivative income (expense)
|
|
|
|
|
|
53
|
|
|||||
Income (loss) from operations before income taxes
|
|
|
|
|
|
$
|
154
|
|
||||
Total assets
|
|
$
|
4,248
|
|
|
$
|
140
|
|
|
$
|
4,388
|
|
Additions to long-lived assets
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
|
Domestic
|
|
China
|
|
Total
|
||||||
|
|
(In millions)
|
||||||||||
Three Months Ended March 31, 2016:
|
|
|
|
|
|
|
||||||
Oil, gas and NGL revenues
|
|
$
|
235
|
|
|
$
|
49
|
|
|
$
|
284
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Lease operating
|
|
47
|
|
|
14
|
|
|
61
|
|
|||
Transportation and processing
|
|
63
|
|
|
—
|
|
|
63
|
|
|||
Production and other taxes
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Depreciation, depletion and amortization
|
|
133
|
|
|
44
|
|
|
177
|
|
|||
General and administrative
|
|
43
|
|
|
1
|
|
|
44
|
|
|||
Ceiling test and other impairments
|
|
461
|
|
|
45
|
|
|
506
|
|
|||
Other
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Allocated income tax (benefit)
|
|
(194
|
)
|
|
(33
|
)
|
|
|
|
|||
Net income (loss) from oil and gas properties
|
|
$
|
(329
|
)
|
|
$
|
(22
|
)
|
|
|
||
Total operating expenses
|
|
|
|
|
|
862
|
|
|||||
Income (loss) from operations
|
|
|
|
|
|
(578
|
)
|
|||||
Interest expense, net of interest income, capitalized interest and other
|
|
|
|
|
|
(31
|
)
|
|||||
Commodity derivative income (expense)
|
|
|
|
|
|
(17
|
)
|
|||||
Income (loss) from operations before income taxes
|
|
|
|
|
|
$
|
(626
|
)
|
||||
Total assets
|
|
$
|
4,540
|
|
|
$
|
237
|
|
|
$
|
4,777
|
|
Additions to long-lived assets
|
|
$
|
261
|
|
|
$
|
—
|
|
|
$
|
261
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions)
|
||||||
Non-cash investing and financing activities excluded from the statement of cash flows:
|
|
|
|
|
||||
(Increase) decrease in receivables for property sales
|
|
$
|
—
|
|
|
$
|
2
|
|
(Increase) decrease in accrued capital expenditures
|
|
(4
|
)
|
|
20
|
|
||
(Increase) decrease in asset retirement costs
|
|
(4
|
)
|
|
—
|
|
•
|
Anadarko Basin production was 7.9
MMBOE in the
first
quarter of
2017
, up 11% over the same period of
2016
;
|
•
|
released results from upsized completions in the STACK play, showing productivity improvement in early production results. Newfield is implementing enhanced completions throughout all of its active drilling areas and is seeing positive early results;
|
•
|
broke ground on the Barton Creek Water Recycle Facility, a multi-million dollar wholly-owned water recycling facility located in Kingfisher County, Oklahoma, which is expected to process approximately 30,000 barrels of water per day upon anticipated completion in early July 2017; and
|
•
|
entered into a sales agreement to divest our non-operated interest in the Bohai Bay field in China for approximately
$39 million
.
|
|
|
Three Months Ended
March 31, |
|
Percentage
Increase (Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Production/Liftings:
|
|
|
|
|
|
|
|||||
Domestic:
(1)
|
|
|
|
|
|
|
|||||
Crude oil and condensate (MBbls)
|
|
4,988
|
|
|
5,335
|
|
|
(6
|
)%
|
||
Natural gas (Bcf)
|
|
29.4
|
|
|
32.9
|
|
|
(11
|
)%
|
||
NGLs (MBbls)
|
|
2,454
|
|
|
2,476
|
|
|
(1
|
)%
|
||
Total (MBOE)
|
|
12,338
|
|
|
13,288
|
|
|
(7
|
)%
|
||
China:
(2)
|
|
|
|
|
|
|
|||||
Crude oil and condensate (MBbls)
|
|
643
|
|
|
1,643
|
|
|
(61
|
)%
|
||
Total:
|
|
|
|
|
|
|
|||||
Crude oil and condensate (MBbls)
|
|
5,631
|
|
|
6,978
|
|
|
(19
|
)%
|
||
Natural gas (Bcf)
|
|
29.4
|
|
|
32.9
|
|
|
(11
|
)%
|
||
NGLs (MBbls)
|
|
2,454
|
|
|
2,476
|
|
|
(1
|
)%
|
||
Total (MBOE)
|
|
12,981
|
|
|
14,931
|
|
|
(13
|
)%
|
||
Average Realized Prices:
|
|
|
|
|
|
|
|
|
|
||
Domestic:
|
|
|
|
|
|
|
|||||
Crude oil and condensate (per Bbl)
|
|
$
|
45.97
|
|
|
$
|
25.72
|
|
|
79
|
%
|
Natural gas (per Mcf)
|
|
2.93
|
|
|
1.83
|
|
|
60
|
%
|
||
NGLs (per Bbl)
|
|
27.03
|
|
|
14.75
|
|
|
83
|
%
|
||
Crude oil equivalent (per BOE)
|
|
30.99
|
|
|
17.70
|
|
|
75
|
%
|
||
China:
|
|
|
|
|
|
|
|||||
Crude oil and condensate (per Bbl)
|
|
$
|
53.21
|
|
|
$
|
29.89
|
|
|
78
|
%
|
Total:
|
|
|
|
|
|
|
|||||
Crude oil and condensate (per Bbl)
|
|
$
|
46.79
|
|
|
$
|
26.70
|
|
|
75
|
%
|
Natural gas (per Mcf)
|
|
2.93
|
|
|
1.83
|
|
|
60
|
%
|
||
NGLs (per Bbl)
|
|
27.03
|
|
|
14.75
|
|
|
83
|
%
|
||
Crude oil equivalent (per BOE)
|
|
32.09
|
|
|
19.04
|
|
|
69
|
%
|
(1)
|
Excludes natural gas produced and consumed in operations of
0.9
Bcf
and
1.5
Bcf during the
three months ended
March 31, 2017
and
2016
, respectively.
|
(2)
|
Represents our net share of volumes sold regardless of when produced.
|
|
|
Unit-of-Production
|
|
Total Amount
|
||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Percentage
Increase (Decrease)
|
|
Three Months Ended
March 31, |
|
Percentage
Increase (Decrease)
|
||||||||||||||
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
||||||||||||
|
|
(Per BOE)
|
|
|
|
(In millions)
|
|
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
3.93
|
|
|
$
|
3.51
|
|
|
12
|
%
|
|
$
|
48
|
|
|
$
|
47
|
|
|
4
|
%
|
Transportation and processing
|
|
5.81
|
|
|
4.77
|
|
|
22
|
%
|
|
72
|
|
|
63
|
|
|
13
|
%
|
||||
Production and other taxes
|
|
1.10
|
|
|
0.71
|
|
|
55
|
%
|
|
14
|
|
|
10
|
|
|
44
|
%
|
||||
Depreciation, depletion and amortization
|
|
7.77
|
|
|
10.06
|
|
|
(23
|
)%
|
|
96
|
|
|
133
|
|
|
(28
|
)%
|
||||
General and administrative
|
|
3.70
|
|
|
3.20
|
|
|
16
|
%
|
|
46
|
|
|
43
|
|
|
7
|
%
|
||||
Ceiling test and other impairments
|
|
—
|
|
|
34.68
|
|
|
(100
|
)%
|
|
—
|
|
|
461
|
|
|
(100
|
)%
|
||||
Other
|
|
0.09
|
|
|
0.05
|
|
|
80
|
%
|
|
1
|
|
|
1
|
|
|
58
|
%
|
||||
Total operating expenses
|
|
22.40
|
|
|
56.98
|
|
|
(61
|
)%
|
|
277
|
|
|
758
|
|
|
(63
|
)%
|
||||
China:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
12.69
|
|
|
$
|
8.93
|
|
|
42
|
%
|
|
$
|
8
|
|
|
$
|
14
|
|
|
(45
|
)%
|
Depreciation, depletion and amortization
|
|
14.85
|
|
|
26.75
|
|
|
(44
|
)%
|
|
10
|
|
|
44
|
|
|
(78
|
)%
|
||||
General and administrative
|
|
2.06
|
|
|
0.85
|
|
|
142
|
%
|
|
1
|
|
|
1
|
|
|
(5
|
)%
|
||||
Ceiling test impairment
|
|
—
|
|
|
27.52
|
|
|
(100
|
)%
|
|
—
|
|
|
45
|
|
|
(100
|
)%
|
||||
Total operating expenses
|
|
29.60
|
|
|
64.05
|
|
|
(54
|
)%
|
|
19
|
|
|
104
|
|
|
(82
|
)%
|
||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
|
$
|
4.35
|
|
|
$
|
4.08
|
|
|
7
|
%
|
|
$
|
56
|
|
|
$
|
61
|
|
|
(7
|
)%
|
Transportation and processing
|
|
5.52
|
|
|
4.25
|
|
|
30
|
%
|
|
72
|
|
|
63
|
|
|
13
|
%
|
||||
Production and other taxes
|
|
1.06
|
|
|
0.65
|
|
|
63
|
%
|
|
14
|
|
|
10
|
|
|
43
|
%
|
||||
Depreciation, depletion and amortization
|
|
8.12
|
|
|
11.89
|
|
|
(32
|
)%
|
|
106
|
|
|
177
|
|
|
(41
|
)%
|
||||
General and administrative
|
|
3.62
|
|
|
2.94
|
|
|
23
|
%
|
|
47
|
|
|
44
|
|
|
7
|
%
|
||||
Ceiling test and other impairments
|
|
—
|
|
|
33.89
|
|
|
(100
|
)%
|
|
—
|
|
|
506
|
|
|
(100
|
)%
|
||||
Other
|
|
0.09
|
|
|
0.06
|
|
|
50
|
%
|
|
1
|
|
|
1
|
|
|
35
|
%
|
||||
Total operating expenses
|
|
22.76
|
|
|
57.76
|
|
|
(61
|
)%
|
|
296
|
|
|
862
|
|
|
(66
|
)%
|
•
|
Lease operating expense per BOE increased
12%
primarily due to higher well servicing costs in the Uinta Basin as shut-in wells were reactivated in response to improving oil prices. Additional costs were also incurred in the Williston Basin in the first quarter of 2017 due to winter weather (i.e. road clearing, labor and weather-related repairs) and to protect wells against offset hydraulic fracturing operations by other operators.
|
•
|
Transportation and processing expense per BOE
increased
22%
due to increased oil deficiency fees of $8 million in the Uinta Basin and higher utilization of oil pipelines in the STACK play, which allows us to transport oil to more favorable markets and thus receive a higher price.
|
•
|
Production and other taxes per BOE increased
55%
primarily due to higher commodity prices in the first quarter of 2017, as compared to the same period in 2016. This increase was partially offset by current development activities occurring in areas with lower production tax rates.
|
•
|
Depreciation, depletion and amortization (DD&A) decreased
23%
per BOE primarily due to the impact of ceiling test impairments during 2015 and the first half of
2016
.
|
•
|
General and administrative expenses increased
7%
during the
first quarter
of
2017
compared to the
first quarter
of
2016
primarily due to accelerated recognition of stock-based compensation expense resulting from a change in our qualified retirement requirements. These costs were offset by employee-related cost savings from workforce reductions.
|
•
|
No ceiling test impairment was required during the
first quarter
of
2017
. During the
first quarter
of
2016
, we recorded a ceiling test impairment of
$461 million
due to a net decrease in the discounted value of our proved reserves. The decrease primarily resulted from an 8% decrease in crude oil SEC pricing and a 7% decrease in natural gas SEC pricing during the
first quarter
of
2016
.
These commodity price decreases were partially offset by the impact of service cost reductions in reserve estimates.
|
•
|
Lease operating expense per BOE increased
42%
primarily due to lower lifting volumes and higher production handling fees per BOE, which increase as oil prices increase.
|
•
|
DD&A expense per BOE decreased
44%
primarily due to a reduction of our DD&A rate as a result of the ceiling test impairments during 2015 and the first half of
2016
.
|
•
|
No ceiling test impairment was required during the
first quarter
of
2017
.
During the
first quarter
of
2016
, we recorded a ceiling test impairment of
$45 million
due to a net decrease in the discounted value of our proved reserves.
The decrease primarily resulted from an 8% decrease in crude oil SEC pricing during the
first quarter
of
2016
.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In millions)
|
||||||
Gross interest expense:
|
|
|
|
|
||||
Credit arrangements
|
|
$
|
3
|
|
|
$
|
6
|
|
Senior notes
|
|
35
|
|
|
35
|
|
||
Total gross interest expense
|
|
38
|
|
|
41
|
|
||
Capitalized interest
|
|
(16
|
)
|
|
(9
|
)
|
||
Net interest expense
|
|
$
|
22
|
|
|
$
|
32
|
|
|
Positions Settled in the Three Months Ended
March 31, 2017 |
|
Positions Settling After March 31, 2017
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Net derivative asset (liability) at December 31, 2016
|
$
|
10
|
|
|
$
|
(35
|
)
|
|
$
|
(25
|
)
|
Change in fair value of settled positions
|
10
|
|
|
—
|
|
|
10
|
|
|||
Realized settlements
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Change in fair value of outstanding positions
|
—
|
|
|
43
|
|
|
43
|
|
|||
Total unrealized gain (loss)
|
(10
|
)
|
|
43
|
|
|
33
|
|
|||
Net derivative asset (liability) at March 31, 2017
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
Positions Settled in the Three Months Ended March 31, 2016
|
|
Positions Settling After March 31, 2016
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Net derivative asset (liability) at December 31, 2015
|
$
|
82
|
|
|
$
|
285
|
|
|
$
|
367
|
|
Change in fair value of settled positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Realized settlements
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|||
Change in fair value of outstanding positions
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||
Total unrealized gain (loss)
|
(82
|
)
|
|
(17
|
)
|
|
(99
|
)
|
|||
Net derivative asset (liability) at March 31, 2016
|
$
|
—
|
|
|
$
|
268
|
|
|
$
|
268
|
|
•
|
spent $239 million for capital additions to oil and gas properties, a reduction of $34 million compared to the same period of 2016 due to the timing of capital project activities; and
|
•
|
redeemed our $25 million short-term investment and subsequently reinvested the proceeds into a similar short-term investment.
|
•
|
oil, natural gas and natural gas liquids prices;
|
•
|
actions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil price and production controls;
|
•
|
environmental liabilities that are not covered by an effective indemnity or insurance;
|
•
|
legislation or regulatory initiatives intended to address seismic activity;
|
•
|
the timing and our success in discovering, producing and estimating reserves;
|
•
|
sustained decline in commodity prices resulting in impairments of assets;
|
•
|
ability to develop existing reserves or acquire new reserves;
|
•
|
the availability and volatility of the securities, capital or credit markets and the cost of capital;
|
•
|
maintaining sufficient liquidity to fund our operations and business strategies;
|
•
|
the accuracy of and fluctuations in our reserves estimates due to sustained low commodity prices, incorrect assumptions and other causes;
|
•
|
operating hazards inherent in the exploration for and production of oil and natural gas;
|
•
|
general economic, financial, industry or business trends or conditions;
|
•
|
the impact of, and changes in, legislation, law and governmental regulations, including those related to hydraulic fracturing, climate change and over-the-counter derivatives;
|
•
|
land, legal, regulatory, and ownership complexities inherent in the U.S. and Chinese oil and gas industries;
|
•
|
the impact of regulatory approvals;
|
•
|
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, including the creditworthiness of such counterparties;
|
•
|
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;
|
•
|
the volatility, instrument terms and liquidity in the commodity futures and commodity and financial derivatives markets;
|
•
|
drilling risks and results;
|
•
|
the prices and availability of goods and services;
|
•
|
the cost and availability of drilling rigs and other oilfield services;
|
•
|
global events that may impact our domestic and international operating contracts, markets and prices;
|
•
|
our ability to monetize non-strategic assets, repay or refinance our existing indebtedness and the impact of changes in our investment ratings;
|
•
|
labor conditions;
|
•
|
weather conditions;
|
•
|
competitive conditions;
|
•
|
terrorism or civil or political unrest in a region or country;
|
•
|
electronic, cyber or physical security breaches;
|
•
|
changes in tax rates;
|
•
|
inflation rates;
|
•
|
the effect of worldwide energy conservation measures;
|
•
|
the price and availability of, and demand for, competing energy sources;
|
•
|
our ability to successfully execute our business and financial plans and strategies;
|
•
|
the availability (or lack thereof) of acquisition, disposition or combination opportunities; and
|
•
|
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"
included in our
2016
Annual Report on Form 10-K.
|
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
|
|||
January 1 — January 31, 2017
|
|
1,348
|
|
|
$
|
40.71
|
|
|
—
|
|
—
|
February 1 — February 28, 2017
|
|
22,059
|
|
|
39.91
|
|
|
—
|
|
—
|
|
March 1 — March 31, 2017
|
|
1,390
|
|
|
36.38
|
|
|
—
|
|
—
|
|
Total
|
|
24,797
|
|
|
$
|
39.75
|
|
|
—
|
|
—
|
(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.
|
Exhibit Number
|
|
Description
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation of Newfield Exploration Company dated July 22, 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 Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-12534))
|
|
|
|
†*10.1
|
|
Form of 2017 Notice of Restricted Stock Unit Award Total Stockholder Return (TSR) and Attached Terms and Conditions under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.2
|
|
Form of 2017 Cash-Settled Restricted Stock Unit Award Agreement and Attached Terms and Conditions
|
|
|
|
†*10.3
|
|
Form of 2017 Notice of Restricted Stock Unit Award and Attached Terms and Conditions (Officer Form) under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.4
|
|
Amendment to Total Stockholder Return (TSR) Notice of Restricted Stock Unit Award and Attached Terms and Conditions under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.5
|
|
Form of 2017 Notice of Restricted Stock Unit Award and Attached Terms and Conditions (for Supplemental Awards) under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.6
|
|
Form of 2017 Cash-Settled Restricted Stock Unit Award Agreement and Attached Terms and Conditions (for Supplemental Awards)
|
|
|
|
*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
|
|
|
|
*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
|
|
|
|
|
Date: May 2, 2017
|
By:
|
/s/ LAWRENCE S. MASSARO
|
|
|
Lawrence S. Massaro
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Exhibit Number
|
|
Description
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation of Newfield Exploration Company dated July 22, 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 Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-12534))
|
|
|
|
†*10.1
|
|
Form of 2017 Notice of Restricted Stock Unit Award Total Stockholder Return (TSR) and Attached Terms and Conditions under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.2
|
|
Form of 2017 Cash-Settled Restricted Stock Unit Award Agreement and Attached Terms and Conditions
|
|
|
|
†*10.3
|
|
Form of 2017 Notice of Restricted Stock Unit Award and Attached Terms and Conditions (Officer Form) under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.4
|
|
Amendment to Total Stockholder Return (TSR) Notice of Restricted Stock Unit Award and Attached Terms and Conditions under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.5
|
|
Form of 2017 Notice of Restricted Stock Unit Award and Attached Terms and Conditions (for Supplemental Awards) under the 2011 Omnibus Stock Plan
|
|
|
|
†*10.6
|
|
Form of 2017 Cash-Settled Restricted Stock Unit Award Agreement and Attached Terms and Conditions (for Supplemental Awards)
|
|
|
|
*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
|
|
|
|
*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.
|
|
Awardee
|
Date of Award:
|
, 2017
|
Target Number of Restricted Stock Units:
|
________________
|
Awardee Position Type on Date of Award:
|
Officer
|
1.
|
DEFINITIONS.
For purposes of these Terms and Conditions (the “
Terms and Conditions
”), the following terms shall have the indicated meanings:
|
2.
|
VESTING AND PAYMENT OF RSUS.
Provided your employment or engagement with the Company Group has continued through the last day of the Performance Period (the “
Continuous Employment Requirement
”), the Forfeiture Restrictions applicable to the award evidenced by the Notice of Restricted Stock Unit Award Total Stockholder Return (TSR) (the “
Notice
”) to which these Terms and Conditions are attached shall lapse and you shall be entitled to receive the Common Stock in respect of Earned RSUs upon the Committee’s certification of its determination of the Company’s TSR Rank in respect of the Performance Period with regard to Total Stockholder Return as compared to the Total Stockholder Return of the Peer Companies as outlined in these Terms and Conditions (the “
TSR Vesting Objective
”). The Committee shall have the sole discretion for determining the level of attainment with respect to the TSR Vesting Objective and the resulting number of Earned RSUs, and any such determinations shall be conclusive. The Committee shall determine and certify the level of attainment of the TSR Vesting Objective as soon as administratively practicable following the end of the Performance Period (or shortened Performance Period, in the event of a Change of Control) and payment in respect of Earned RSUs shall be made to you as soon as practicable but no later than 60 days following the last day of the Performance Period (or shortened Performance Period, in the event of a Change of Control). As provided in the Notice, payment in settlement of Earned RSUs (including any TSR Restricted Stock Units that become Earned RSUs in accordance with the remaining provisions of this Section 2) shall be made in the form of one share of the Common Stock
|
4.
|
NON-COMPETITION AND NON-SOLICITATION FOLLOWING QUALIFIED RETIREMENT
|
5.
|
TAX WITHHOLDING
.
|
6.
|
NON-TRANSFERABILITY.
None of the TSR Restricted Stock Units, the Notice, or these Terms and Conditions is transferable by you other than by will or by the laws f descent and distribution.
|
7.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
The existence of the TSR Restricted Stock Units shall not affect in any way the right or power of the Company or its stockholders 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.
|
8.
|
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 to the TSR Restricted Stock Units that are awarded hereby. Only after a share of the Common Stock is issued in exchange for an Earned RSU will you have all of the rights of a stockholder with respect to such share of the Common Stock issued in exchange for an Earned RSU.
|
9.
|
NO ADVICE REGARDING RSUs.
You acknowledge and agree that (a) you are not relying upon any written or oral statement or representation of or from any member of the Company Group, or any member of the Company Group’s respective employees, directors, officers, fiduciaries, trustees, attorneys or agents (collectively, the “
Company Parties
”) regarding the tax effects associated with your receipt and holding of, the lapse of the Forfeiture Restrictions with respect to and the settlement of the TSR Restricted Stock Units, and (b) in deciding to accept the TSR Restricted Stock Units, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your receipt and holding of, the lapse of the Forfeiture Restrictions with respect to and the settlement of the TSR Restricted Stock Units.
|
10.
|
EMPLOYMENT RELATIONSHIP.
For purposes of the Notice and these Terms and Conditions, you shall be considered to be in the employment or engagement of the Company Group as long as you have an employment or independent contractor relationship with any member of the Company Group. The Committee shall determine any questions as to whether and when there has been a Separation from Service or other termination of your employment or other service relationship and the cause of such Separation from Service or termination under the Plan, and the Committee’s
|
11.
|
FURNISH INFORMATION
. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company or any other member of the Company Group by or under any applicable statute or regulation.
|
12.
|
NOT AN EMPLOYMENT AGREEMENT
. The Notice and these Terms and Conditions are not an employment agreement, and no provision of the Notice or these Terms and Conditions shall be construed or interpreted to create an employment or other service relationship between you and any member of the Company Group or guarantee the right to remain employed or engaged by any member of the Company Group for any specified term.
|
13.
|
SECURITIES ACT LEGEND.
If you are an officer or affiliate of the Company under the Securities Act of 1933, as amended (the “
Securities Act
”), 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 the Securities Act and all applicable rules thereunder.
|
14.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group or any other Company Party 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. No member of the Company Group and no member of the Board shall be liable for any act, omission or determination taken or made in good faith with respect to the Notice, the Terms and Conditions or the TSR Restricted Stock Units granted thereunder.
|
15.
|
EXECUTION OF RECEIPTS AND RELEASES
. Any payment of cash or any issuance or transfer of shares of the Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance to execute a release of claims and receipt therefor in such form as it shall determine.
|
16.
|
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 Notice and the Terms and Conditions. Your right to receive payments under the Notice and the Terms and Conditions shall be no greater than the rights of an unsecured general creditor of the Company.
|
17.
|
NO GUARANTEE OF INTERESTS
. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation.
|
18.
|
SUCCESSORS
. These Terms and Conditions and the Notice shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
|
19.
|
SEVERABILITY
. If any provision (or part thereof) of these Terms and Conditions or the Notice is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and Conditions and the Notice shall be construed and enforced as if the illegal or invalid provision (or part thereof) had never been included. The parties agree to cooperate in any revision of the Notice or these Terms and Conditions that may be necessary to meet the requirements of the law. The parties further agree that a court may revise any provision of the Notice or these Terms and Conditions to render the Notice or these Terms and Conditions enforceable to the maximum extent possible.
|
20.
|
GOVERNING LAW
. All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Notice and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Notice and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Notice consistent with principles of Delaware law assures uniformity, certainty, and predictability in the application of the Plan through which the TSR Restricted Stock Units are granted. The obligation of the Company to sell and deliver the Common Stock is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.
|
21.
|
CONSENT TO JURISDICTION AND VENUE
. You hereby consent and agree that the state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper and exclusive venue with respect to any dispute between you and the Company arising in connection with the TSR Restricted Stock Units, these Terms and Conditions, or the Notice. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient forum.
|
22.
|
AMENDMENT
. Except as provided in Section 19, these Terms and Conditions and the Notice may be amended or waived by the Committee in writing at any time (including for the avoidance of doubt, any provisions of Section 3 or 4 or any related definitions);
provided
, that no such amendment shall adversely affect the TSR Restricted Stock Units in any material way, without your written consent.
|
23.
|
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.
|
24.
|
INTERPRETATION.
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Notice, Plan and Terms and Conditions and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
|
|
|
Years of Service
|
|||||||||||||||
Age
|
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13
|
14
|
15
|
16
|
17
|
18
|
19
|
20
|
55
|
Tier 3
|
60
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
56
|
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
57
|
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
58
|
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
59
|
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
60
|
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
61
|
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
62
|
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
63
|
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
64
|
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
65
|
Tier 2
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
66
|
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
67
|
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
68
|
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
69
|
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
70
|
Tier 1
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
90
|
Minimum age = 55; minimum years of service = 5
Individuals age 70 or older with at least 5 years of service qualify for Tier 1. Individuals with 20 years of service and at least age 55 qualify for Tier 1.
|
Position Type
|
Officer
All officers
|
Non-Officer Employee
All non-officer employees
|
|
Awardee
|
|
Date of Award:
|
, 2017
|
|
Vesting Dates:
|
|
|
|
First Vesting Date:
|
, 2017
|
|
Second Vesting Date:
|
, 2018
|
|
Third Vesting Date:
|
, 2019
|
|
Fourth Vesting Date:
|
, 2020
|
Number of Restricted Stock Units:
|
________________
|
|
Awardee Position Type on Date of Award:
|
Officer
|
(a)
|
on the First Vesting Date, the Forfeiture Restrictions shall lapse as to one-fourth of the Cash-Settled Restricted Stock Units subject to this Agreement; and
|
(b)
|
on each succeeding Vesting 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 have lapsed as to all of the Cash-Settled Restricted Stock Units subject to this Agreement.
|
1.
|
DEFINITIONS.
For purposes of these Terms and Conditions (the “
Terms and Conditions
”), the following terms shall have the indicated meanings:
|
2.
|
VESTING AND PAYMENT OF RSUS.
Provided your employment or engagement with the Company Group has not previously terminated, payment in respect of vested Cash-Settled Restricted Stock Units shall be made as soon as practicable, but no later than 60 days following, each Vesting Date on which the Forfeiture Restrictions applicable to such Cash-Settled Restricted Stock Units lapse as specified in the Cash-Settled Restricted Stock Unit Award Agreement (the “
Agreement
”) to which these Terms and Conditions are attached. As provided in the Agreement, payment in settlement of vested Cash-Settled Restricted Stock Units (including any Cash-Settled Restricted Stock Units that become vested in accordance with the remaining provisions of this Section 2) shall be made in the form of cash in an amount equal to the Fair Market Value of one share of the Common Stock on the applicable vesting date, subject to compliance with the requirements of Sections 3 and 4 of these Terms and Conditions, as applicable, and satisfaction of applicable withholding and other taxes as provided in Section 5. Notwithstanding anything to the contrary in the foregoing, the following provisions will apply in the event your Separation from Service with the Company Group, or a Change of Control of the Company, occurs, in each case, prior to the Fourth Vesting Date specified in the Agreement:
|
3.
|
PROTECTION OF CONFIDENTIAL INFORMATION.
|
4.
|
NON-COMPETITION AND NON-SOLICITATION FOLLOWING QUALIFIED RETIREMENT
|
5.
|
TAX WITHHOLDING
.
|
6.
|
NON-TRANSFERABILITY.
None of the Cash-Settled Restricted Stock Units, the Agreement, or these Terms and Conditions is transferable by you other than by will or by the laws of descent and distribution. 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.
|
7.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
|
8.
|
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 to the Cash-Settled Restricted Stock Units that are awarded hereby.
|
9.
|
NO ADVICE REGARDING RSUs.
You acknowledge and agree that (a) you are not relying upon any written or oral statement or representation of or from any member of the Company Group, or any member of the Company Group’s respective employees, directors, officers, fiduciaries, trustees, attorneys or agents (collectively, the “
Company Parties
”) regarding the tax effects associated with your receipt and holding of, the lapse of the Forfeiture Restrictions with respect to and the settlement of the Cash-Settled Restricted Stock Units, and (b) in deciding to accept the Cash-Settled Restricted Stock Units, you are relying on your own judgment and the judgment of the professionals of your
|
10.
|
EMPLOYMENT RELATIONSHIP.
For purposes of the Agreement and these Terms and Conditions, you shall be considered to be in the employment or engagement of the Company Group as long as you have an employment or independent contractor relationship with any member of the Company Group. The Committee shall determine any questions as to whether and when there has been a Separation from Service or other termination of your employment or other service relationship and the cause of such Separation from Service or termination, and the Committee’s determination shall be final and binding on all Persons. The Committee may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company or the Company Group, provided that rights to the Cash-Settled Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began. Records of the Company or other members of the Company Group regarding your period of service, Separation from Service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
|
11.
|
FURNISH INFORMATION
. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company or any other member of the Company Group by or under any applicable statute or regulation.
|
12.
|
NOT AN EMPLOYMENT AGREEMENT
. The Agreement and these Terms and Conditions are not an employment agreement, and no provision of the Agreement or these Terms and Conditions shall be construed or interpreted to create an employment or other service relationship between you and any member of the Company Group or guarantee the right to remain employed or engaged by any member of the Company Group for any specified term.
|
13.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group or any other Company Party 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. No member of the Company Group and no member of the Board shall be liable for any act, omission or determination taken or made in good faith with respect to the Agreement, the Terms and Conditions or the Cash-Settled Restricted Stock Units granted thereunder.
|
14.
|
EXECUTION OF RECEIPTS AND RELEASES
. Any payment of cash or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release of claims and receipt therefor in such form as it shall determine.
|
15.
|
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 and the Terms and Conditions. Your right to receive payments under the Agreement and the Terms and Conditions shall be no greater than the rights of an unsecured general creditor of the Company.
|
16.
|
NO GUARANTEE OF INTERESTS
. The Board and the Company do not guarantee the Common Stock of the Company underlying the Cash-Settled Restricted Stock Units from loss or depreciation.
|
17.
|
SUCCESSORS
. These Terms and Conditions and the Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
|
18.
|
SEVERABILITY
. If any provision (or part thereof) of these Terms and Conditions or the Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and Conditions and the Agreement shall be construed and enforced as if the illegal or invalid provision (or part thereof) had never been included. The parties agree to cooperate in any revision of the Agreement or these Terms and Conditions that may be necessary to meet the requirements of the law. The parties further agree that a court may revise any provision of the Agreement or these Terms and Conditions to render the Agreement or these Terms and Conditions enforceable to the maximum extent possible.
|
19.
|
GOVERNING LAW
. All questions arising with respect to the provisions of these Terms and Conditions and the Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Agreement and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Agreement and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Agreement consistent with principles of Delaware law assures uniformity, certainty, and predictability in application.
|
20.
|
CONSENT TO JURISDICTION AND VENUE
. You hereby consent and agree that the state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper and exclusive venue with respect to any
|
21.
|
AMENDMENT
. Except as provided in Section 18, these Terms and Conditions and the Agreement may be amended or waived by the Committee in writing at any time (including for the avoidance of doubt, any provisions of Section 3 or 4 or any related definitions);
provided
, that no such amendment shall adversely affect the Cash-Settled Restricted Stock Units in any material way, without your written consent.
|
22.
|
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.
|
23.
|
INTERPRETATION.
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and Terms and Conditions and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
|
|
|
Years of Service
|
|||||||||||||||
Age
|
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13
|
14
|
15
|
16
|
17
|
18
|
19
|
20
|
55
|
Tier 3
|
60
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
56
|
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
57
|
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
58
|
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
59
|
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
60
|
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
61
|
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
62
|
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
63
|
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
64
|
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
65
|
Tier 2
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
66
|
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
67
|
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
68
|
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
69
|
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
70
|
Tier 1
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
90
|
Minimum age = 55; minimum years of service = 5
Individuals age 70 or older with at least 5 years of service qualify for Tier 1. Individuals with 20 years of service and at least age 55 qualify for Tier 1.
|
Position Type
|
Officer
All officers
|
Non-Officer Employee
All non-officer employees
|
|
Awardee
|
|
Date of Award:
|
, 2017
|
|
Vesting Dates:
|
|
|
|
First Vesting Date:
|
, 2017
|
|
Second Vesting Date:
|
, 2018
|
|
Third Vesting Date:
|
, 2019
|
|
Fourth Vesting Date:
|
, 2020
|
Number of Restricted Stock Units:
|
________________
|
|
Awardee Position Type on Date of Award:
|
Officer
|
(a)
|
on the First Vesting Date, the Forfeiture Restrictions shall lapse as to one-fourth of the RSUs subject to this Notice; and
|
(b)
|
on each succeeding Vesting Date, the Forfeiture Restrictions shall lapse as to an additional one-fourth of the RSUs subject to this Notice, so that on the Fourth Vesting Date the Forfeiture Restrictions shall have lapsed as to all of the RSUs subject to this Notice.
|
1.
|
DEFINITIONS.
For purposes of these Terms and Conditions (the “
Terms and Conditions
”), the following terms shall have the indicated meanings:
|
2.
|
VESTING AND PAYMENT OF RSUS.
Provided your employment or engagement with the Company Group has not previously terminated, payment in respect of vested RSUs shall be made as soon as practicable, but no later than 60 days following, each Vesting Date on which the Forfeiture Restrictions applicable to such RSUs lapse as specified in the Notice of Restricted Stock Unit Award (the “
Notice
”) to which these Terms and Conditions are attached. As provided in the Notice, payment in settlement of vested RSUs (including any RSUs that become vested in accordance with the remaining provisions of this Section 2) shall be made in the form of one share of the Common Stock in exchange for each vested RSU, subject to compliance with the requirements of Sections 3 and 4 of these Terms and Conditions, as applicable, and satisfaction of applicable withholding and other taxes as provided in Section 5. Notwithstanding anything to the contrary in the foregoing, the
|
3.
|
PROTECTION OF CONFIDENTIAL INFORMATION.
|
4.
|
NON-COMPETITION AND NON-SOLICITATION FOLLOWING QUALIFIED RETIREMENT
|
5.
|
TAX WITHHOLDING
.
|
6.
|
NON-TRANSFERABILITY.
None of the RSUs, the Notice, or these Terms and Conditions is transferable by you other than by will or by the laws of descent and distribution.
|
7.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
The existence of the RSUs shall not affect in any way the right or power of the Company or its stockholders 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.
|
8.
|
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 to the RSUs that are awarded hereby. Only after a share of the Common Stock is issued in exchange for a RSU will you have all of the rights of a stockholder with respect to such share of the Common Stock issued in exchange for a RSU.
|
9.
|
NO ADVICE REGARDING RSUs.
You acknowledge and agree that (a) you are not relying upon any written or oral statement or representation of or from any member of the Company Group, or any member of the Company Group’s respective employees, directors, officers, fiduciaries, trustees, attorneys or agents (collectively, the “
Company Parties
”) regarding the tax effects associated with your receipt and holding of, the lapse of the Forfeiture Restrictions with respect to and the settlement of the RSUs, and (b) in deciding to accept the RSUs, you are relying on your own judgment and the
|
10.
|
EMPLOYMENT RELATIONSHIP.
For purposes of the Notice and these Terms and Conditions, you shall be considered to be in the employment or engagement of the Company Group as long as you have an employment or independent contractor relationship with any member of the Company Group. The Committee shall determine any questions as to whether and when there has been a Separation from Service or other termination of your employment or other service relationship and the cause of such Separation from Service or termination under the Plan, and the Committee’s determination shall be final and binding on all Persons. The Committee may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company or the Company Group, provided that rights to the RSUs during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began. Records of the Company or other members of the Company Group regarding your period of service, Separation from Service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
|
11.
|
FURNISH INFORMATION
. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company or any other member of the Company Group by or under any applicable statute or regulation.
|
12.
|
NOT AN EMPLOYMENT AGREEMENT
. The Notice and these Terms and Conditions are not an employment agreement, and no provision of the Notice or these Terms and Conditions shall be construed or interpreted to create an employment or other service relationship between you and any member of the Company Group or guarantee the right to remain employed or engaged by any member of the Company Group for any specified term.
|
13.
|
SECURITIES ACT LEGEND.
If you are an officer or affiliate of the Company under the Securities Act of 1933, as amended (the “
Securities Act
”), 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 the Securities Act and all applicable rules thereunder.
|
14.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group or any other Company Party 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. No member
|
15.
|
EXECUTION OF RECEIPTS AND RELEASES
. Any payment of cash or any issuance or transfer of shares of the Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance to execute a release of claims and receipt therefor in such form as it shall determine.
|
16.
|
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 Notice and the Terms and Conditions. Your right to receive payments under the Notice and the Terms and Conditions shall be no greater than the rights of an unsecured general creditor of the Company.
|
17.
|
NO GUARANTEE OF INTERESTS
. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation.
|
18.
|
SUCCESSORS
. These Terms and Conditions and the Notice shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
|
19.
|
SEVERABILITY
. If any provision (or part thereof) of these Terms and Conditions or the Notice is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and Conditions and the Notice shall be construed and enforced as if the illegal or invalid provision (or part thereof) had never been included. The parties agree to cooperate in any revision of the Notice or these Terms and Conditions that may be necessary to meet the requirements of the law. The parties further agree that a court may revise any provision of the Notice or these Terms and Conditions to render the Notice or these Terms and Conditions enforceable to the maximum extent possible.
|
20.
|
GOVERNING LAW
. All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Notice and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Notice and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Notice consistent with principles of Delaware law
|
21.
|
CONSENT TO JURISDICTION AND VENUE
. You hereby consent and agree that the state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper and exclusive venue with respect to any dispute between you and the Company arising in connection with the RSUs, these Terms and Conditions, or the Notice. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient forum.
|
22.
|
AMENDMENT
. Except as provided in Section 19, these Terms and Conditions and the Notice may be amended or waived by the Committee in writing at any time (including for the avoidance of doubt, any provisions of Section 3 or 4 or any related definitions);
provided
, that no such amendment shall adversely affect the RSUs in any material way, without your written consent.
|
23.
|
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.
|
24.
|
INTERPRETATION.
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Notice, Plan and Terms and Conditions and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
|
|
|
Years of Service
|
|||||||||||||||
Age
|
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13
|
14
|
15
|
16
|
17
|
18
|
19
|
20
|
55
|
Tier 3
|
60
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
56
|
|
61
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
57
|
|
62
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
58
|
|
63
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
59
|
|
64
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
60
|
|
65
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
61
|
|
66
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
62
|
|
67
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
63
|
|
68
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
64
|
|
69
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
65
|
Tier 2
|
70
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
66
|
|
71
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
67
|
|
72
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
68
|
|
73
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
69
|
|
74
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
70
|
Tier 1
|
75
|
76
|
77
|
78
|
79
|
80
|
81
|
82
|
83
|
84
|
85
|
86
|
87
|
88
|
89
|
90
|
Minimum age = 55; minimum years of service = 5
Individuals age 70 or older with at least 5 years of service qualify for Tier 1. Individuals with 20 years of service and at least age 55 qualify for Tier 1.
|
Position Type
|
Officer
All officers
|
Non-Officer Employee
All non-officer employees
|
1.
|
The definition of “Qualified Retirement” included in the Terms and Conditions shall be deleted and the following shall be substituted therefor:
|
2.
|
The definition of “Qualified Service” included in the Terms and Conditions shall be deleted and the following shall be substituted therefor:
|
3.
|
The definition of “Requisite Notice” included in the Terms and Conditions shall be deleted and the following shall be substituted therefor:
|
4.
|
With respect to TSR Restricted Stock Units granted on February 10, 2016, the period at the end of Section 4 of the Terms and Conditions shall be deleted and the following shall be substituted therefor:
|
5.
|
The Section entitled “Prohibited Activity” included in the Terms and Conditions shall be deleted and the following shall be substituted therefor:
|
6.
|
The exhibit entitled “Position Type and Duration of Non-Competition & Non-Solicitation Requirements” attached hereto shall be added as a new exhibit to the Agreement.
|
7.
|
The section of the Terms and Conditions entitled “Tax Withholding” shall be deleted and the following shall be substituted therefor:
|
8.
|
Except as expressly amended hereby, each Agreement shall remain in full force and effect and each Agreement and the TSR Restricted Stock Units granted thereby are specifically ratified and reaffirmed in their entirety.
|
Position Type
|
Officer
All officers
|
Non-Officer Employee
All non-officer employees
|
|
Awardee
|
Date of Agreement:
|
___________, 2017
|
Vesting Dates:
|
100% Vested at Grant Date
|
Number of Restricted Stock Units:
|
________________
|
Awardee Position Type on Date of Agreement:
|
[Officer/Non-Officer]
|
1.
|
DEFINITIONS.
For purposes of these Terms and Conditions (the “
Terms and Conditions
”), the following terms shall have the indicated meanings:
|
2.
|
PAYMENT OF RSUS.
Payment in respect of RSUs shall be made as soon as practicable, but no later than 60 days following:
|
Payment Dates:
|
RSUs Payable:
|
|
|
[Vesting Date 1]
|
25% of RSUs
|
|
[Vesting Date 2]
|
25% of RSUs
|
|
[Vesting Date 3]
|
25% of RSUs
|
|
[Vesting Date 4]
|
25% of RSUs
|
Payment Dates:
|
RSUs Payable:
|
|
|
[Vesting Date 1]
|
1/3 of RSUs
|
|
[Vesting Date 2]
|
1/3 of RSUs
|
|
[Vesting Date 3]
|
1/3 of RSUs
|
Payment Dates:
|
RSUs Payable:
|
|
|
[Vesting Date 1]
|
50% of RSUs
|
|
[Vesting Date 2]
|
50% of RSUs
|
Payment Date:
|
RSUs Payable:
|
|
|
[Vesting Date 1]
|
100% of RSUs
|
3.
|
PROTECTION OF CONFIDENTIAL INFORMATION.
|
4.
|
CONSEQUENCES OF CERTAIN COMPETITION AND SOLICITATION FOLLOWING QUALIFIED RETIREMENT
|
5.
|
TAX WITHHOLDING
.
|
6.
|
NON-TRANSFERABILITY.
None of the RSUs, the Notice, or these Terms and Conditions is transferable by you other than by will or by the laws of descent and distribution.
|
7.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
The existence of the RSUs shall not affect in any way the right or power of the Company or its stockholders 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.
|
8.
|
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 to the RSUs that are awarded hereby. Only after a share of the Common Stock is issued in exchange for a RSU will you have all of the rights of a stockholder with respect to such share of the Common Stock issued in exchange for a RSU.
|
9.
|
NO ADVICE REGARDING RSUs.
You acknowledge and agree that (a) you are not relying upon any written or oral statement or representation of or from any member of the Company Group, or any member of the Company Group’s respective employees, directors, officers, fiduciaries, trustees, attorneys or agents (collectively, the “
Company Parties
”) regarding the tax effects associated with your receipt and holding and the settlement of the RSUs, and (b) in deciding to accept the RSUs, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your receipt and holding and the settlement of the RSUs.
|
10.
|
EMPLOYMENT RELATIONSHIP.
Records of the Company or other members of the Company Group regarding your period of service, separation from service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
|
11.
|
FURNISH INFORMATION
. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company or any other member of the Company Group by or under any applicable statute or regulation.
|
12.
|
NOT AN EMPLOYMENT AGREEMENT
. The Notice and these Terms and Conditions are not an employment agreement, and no provision of the Notice or these Terms and Conditions shall be construed or interpreted to create an employment or other service relationship between you and any member of the Company Group or guarantee the right to remain employed or engaged by any member of the Company Group for any specified term.
|
13.
|
SECURITIES ACT LEGEND.
If you are an officer or affiliate of the Company under the Securities Act of 1933, as amended (the “
Securities Act
”), 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 the Securities Act and all applicable rules thereunder.
|
14.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group or any other Company Party 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. No member of the Company Group and no member of the Board shall be liable for any act, omission or determination taken or made in good faith with respect to the Notice, the Terms and Conditions or the RSUs granted thereunder.
|
15.
|
EXECUTION OF RECEIPTS AND RELEASES
. Any payment of cash or any issuance or transfer of shares of the Common Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance to execute a release of claims and receipt therefor in such form as it shall determine.
|
16.
|
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 Notice and the Terms and Conditions. Your right to receive payments under the Notice and the Terms and Conditions shall be no greater than the rights of an unsecured general creditor of the Company.
|
17.
|
NO GUARANTEE OF INTERESTS
. The Board and the Company do not guarantee the Common Stock of the Company from loss or depreciation.
|
18.
|
SUCCESSORS
. These Terms and Conditions and the Notice shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
|
19.
|
SEVERABILITY
. If any provision (or part thereof) of these Terms and Conditions or the Notice is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and Conditions and the Notice shall be construed and enforced as if the illegal or invalid provision (or part thereof) had never been included. The parties agree to cooperate in any revision of the Notice or these Terms and Conditions that may be necessary to meet the requirements of the law. The parties further agree that a court may revise any provision of the Notice or these Terms and Conditions to render the Notice or these Terms and Conditions enforceable to the maximum extent possible.
|
20.
|
GOVERNING LAW
. All questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Notice and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Notice and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Notice consistent with principles of Delaware law assures uniformity, certainty, and predictability in the application of the Plan through which the RSUs are granted. The obligation of the Company to sell and deliver the Common Stock is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.
|
21.
|
CONSENT TO JURISDICTION AND VENUE
. You hereby consent and agree that the state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper and exclusive venue with respect to any dispute between you and the Company arising in connection with the RSUs, these Terms and Conditions, or the Notice. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient forum.
|
22.
|
AMENDMENT
. Except as provided in Section 19, these Terms and Conditions and the Notice may be amended or waived by the Committee in writing at any time (including for the avoidance of doubt, any provisions of Section 3 or 4 or any related definitions);
provided
, that no such amendment shall adversely affect the RSUs in any material way, without your written consent.
|
23.
|
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.
|
24.
|
INTERPRETATION.
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as
|
|
Awardee
|
Date of Agreement:
|
___________, 2017
|
Vesting Dates:
|
100% Vested at Grant Date
|
Number of Cash-Settled Restricted Stock Units:
|
________________
|
Awardee Position Type on Date of Agreement:
|
[Officer/Non-Officer]
|
2.
|
PAYMENT OF CASH-SETTLED RESTRICTED STOCK UNITS.
Payment in respect of Cash-Settled Restricted Stock Units shall be made as soon as practicable, but no later than 60 days following:
|
Payment Dates:
|
Cash-Settled Restricted Stock Units Payable:
|
|
|
[Vesting Date 1]
|
25% of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 2]
|
25% of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 3]
|
25% of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 4]
|
25% of Cash-Settled Restricted Stock Units
|
Payment Dates:
|
Cash-Settled Restricted Stock Units Payable:
|
|
|
[Vesting Date 1]
|
1/3 of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 2]
|
1/3 of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 3]
|
1/3 of Cash-Settled Restricted Stock Units
|
Payment Dates:
|
Cash-Settled Restricted Stock Units Payable:
|
|
|
[Vesting Date 1]
|
50% of Cash-Settled Restricted Stock Units
|
|
[Vesting Date 2]
|
50% of Cash-Settled Restricted Stock Units
|
Payment Date:
|
Cash-Settled Restricted Stock Units Payable:
|
|
|
[Vesting Date 1]
|
100% of Cash-Settled Restricted Stock Units
|
3.
|
PROTECTION OF CONFIDENTIAL INFORMATION.
|
4.
|
CONSEQUENCES OF CERTAIN COMPETITION AND SOLICITATION FOLLOWING QUALIFIED RETIREMENT
|
5.
|
TAX WITHHOLDING
.
|
6.
|
NON-TRANSFERABILITY.
None of the Cash-Settled Restricted Stock Units, the Agreement, or these Terms and Conditions is transferable by you other than by will or by the laws of descent and distribution. 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.
|
7.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS.
|
8.
|
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.
|
9.
|
NO ADVICE REGARDING CASH-SETTLED RESTRICTED STOCK UNITS.
You acknowledge and agree that (a) you are not relying upon any written or oral statement or representation of or from any member of the Company Group, or any member of the Company Group’s respective employees, directors, officers, fiduciaries, trustees, attorneys or agents (collectively, the “
Company Parties
”) regarding the tax effects associated with your receipt and holding and the settlement of the Cash-Settled Restricted Stock Units, and (b) in deciding to accept the Cash-Settled Restricted Stock Units, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your receipt and holding and the settlement of the Cash-Settled Restricted Stock Units.
|
10.
|
EMPLOYMENT RELATIONSHIP.
Records of the Company or other members of the Company Group regarding your period of service, separation from service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
|
11.
|
FURNISH INFORMATION
. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company or any other member of the Company Group by or under any applicable statute or regulation.
|
12.
|
NOT AN EMPLOYMENT AGREEMENT
. The Agreement and these Terms and Conditions are not an employment agreement, and no provision of the Agreement or these Terms and Conditions shall be construed or interpreted to create an employment or other service relationship between you
|
13.
|
LIMIT OF LIABILITY
. Under no circumstances will any member of the Company Group or any other Company Party 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 Agreement, these Terms and Conditions and the Cash-Settled Restricted Stock Units granted thereby. No member of the Company Group and no member of the Board shall be liable for any act, omission or determination taken or made in good faith with respect to the Agreement, the Terms and Conditions or the Cash-Settled Restricted Stock Units granted thereunder.
|
14.
|
EXECUTION OF RECEIPTS AND RELEASES
. Any payment of cash or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment to execute a release of claims and receipt therefor in such form as it shall determine.
|
15.
|
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 and the Terms and Conditions. Your right to receive payments under the Agreement and the Terms and Conditions shall be no greater than the rights of an unsecured general creditor of the Company.
|
16.
|
NO GUARANTEE OF INTERESTS
. The Board and the Company do not guarantee the Common Stock of the Company underlying the Cash-Settled Restricted Stock Units from loss or depreciation.
|
17.
|
SUCCESSORS
. These Terms and Conditions and the Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
|
18.
|
SEVERABILITY
. If any provision (or part thereof) of these Terms and Conditions or the Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and Conditions and the Agreement shall be construed and enforced as if the illegal or invalid provision (or part thereof) had never been included. The parties agree to cooperate in any revision of the Agreement or these Terms and Conditions that may be necessary to meet the requirements of the law. The parties further agree that a court may revise any provision of the Agreement or these Terms and Conditions to render the Agreement or these Terms and Conditions enforceable to the maximum extent possible.
|
19.
|
GOVERNING LAW
. All questions arising with respect to the provisions of these Terms and Conditions and the Agreement shall be determined by application of the laws of Delaware, without
|
|
giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The Company is incorporated in Delaware and Delaware has a substantial relationship to the Company and the issuance of the award provided pursuant to the Agreement and these Terms and Conditions. There is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the Company and well-developed with respect to the subject matters of the Agreement and these Terms and Conditions. Further, the designation of Delaware law and the interpretation and application of these Terms and Conditions and the Agreement consistent with principles of Delaware law assures uniformity, certainty, and predictability in application.
|
20.
|
CONSENT TO JURISDICTION AND VENUE
. You hereby consent and agree that the state courts located in Montgomery County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper and exclusive venue with respect to any dispute between you and the Company arising in connection with the Cash-Settled Restricted Stock Units, these Terms and Conditions, or the Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient forum.
|
21.
|
AMENDMENT
. Except as provided in Section 18, these Terms and Conditions and the Notice may be amended or waived by the Committee in writing at any time (including for the avoidance of doubt, any provisions of Section 3 or 4 or any related definitions);
provided
, that no such amendment shall adversely affect the Cash-Settled Restricted Stock Units in any material way, without your written consent.
|
22.
|
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.
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23.
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INTERPRETATION.
Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and Terms and Conditions and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
March 31, 2017
of Newfield Exploration Company (the “Registrant”);
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2.
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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;
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3.
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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;
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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
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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
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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.
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Date: May 2, 2017
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By:
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/s/ LEE K. BOOTHBY
|
|
|
Lee K. Boothby
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarterly period ended
March 31, 2017
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: May 2, 2017
|
By:
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/s/ LAWRENCE S. MASSARO
|
|
|
Lawrence S. Massaro
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 2, 2017
|
/s/ LEE K. BOOTHBY
|
|
Lee K. Boothby
|
|
(Principal Executive Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 2, 2017
|
/s/ LAWRENCE S. MASSARO
|
|
Lawrence S. Massaro
|
|
(Principal Financial Officer)
|