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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EP Energy Corp. Class A | NYSE:EPE | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.16 | 0.00 | 01:00:00 |
|
|
|
|
Delaware
|
|
46-3472728
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1001 Louisiana Street
Houston, Texas
|
|
77002
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock,
par value $0.01 per share
|
|
EPEGQ
|
|
N/A
|
Large accelerated filer o
|
|
Non-accelerated filer o
|
|
Emerging Growth Company o
|
Accelerated filer x
|
|
Smaller reporting company x
|
|
|
|
Caption
|
Page
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
/d
|
=
|
per day
|
Bbl
|
=
|
barrel
|
Boe
|
=
|
barrel of oil equivalent
|
LLS
|
=
|
light Louisiana sweet crude oil
|
MBoe
|
=
|
thousand barrels of oil equivalent
|
MBbls
|
=
|
thousand barrels
|
Mcf
|
=
|
thousand cubic feet
|
MMBtu
|
=
|
million British thermal units
|
MMBbls
|
=
|
million barrels
|
MMcf
|
=
|
million cubic feet
|
MMGal
|
=
|
million gallons
|
Mt. Belvieu
|
=
|
Mont Belvieu natural gas liquids pricing index
|
NGLs
|
=
|
natural gas liquids
|
NYMEX
|
=
|
New York Mercantile Exchange
|
TBtu
|
=
|
trillion British thermal units
|
WTI
|
=
|
West Texas intermediate
|
•
|
risks and uncertainties relating to the voluntary petitions (the “Chapter 11 Cases”) filed in the United States Bankruptcy Court, including: our ability to obtain Bankruptcy Court approval with respect to our motions, risks associated with third-party motions, Bankruptcy Court rulings and the outcome of the Chapter 11 Cases in general, the length of time we will operate under the Chapter 11 Cases;
|
•
|
the potential adverse effects of disruption from the Chapter 11 Cases on us, our liquidity and/or results of operations, and on the interests of our various constituents making it more difficult to maintain business and operational relationships, retain key executives and maintain various licenses and approvals necessary for us to conduct our business;
|
•
|
risk and uncertainties relating to: our ability to complete definitive documentation in connection with any
|
|
Quarter ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil
|
$
|
193
|
|
|
$
|
287
|
|
|
$
|
590
|
|
|
$
|
820
|
|
Natural gas
|
10
|
|
|
15
|
|
|
36
|
|
|
55
|
|
||||
NGLs
|
12
|
|
|
36
|
|
|
45
|
|
|
92
|
|
||||
Financial derivatives
|
32
|
|
|
(44
|
)
|
|
(34
|
)
|
|
(122
|
)
|
||||
Total operating revenues
|
247
|
|
|
294
|
|
|
637
|
|
|
845
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and natural gas purchases
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Transportation costs
|
23
|
|
|
25
|
|
|
71
|
|
|
76
|
|
||||
Lease operating expense
|
34
|
|
|
46
|
|
|
101
|
|
|
123
|
|
||||
General and administrative
|
38
|
|
|
21
|
|
|
102
|
|
|
68
|
|
||||
Depreciation, depletion and amortization
|
116
|
|
|
127
|
|
|
304
|
|
|
376
|
|
||||
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Impairment charges
|
458
|
|
|
—
|
|
|
458
|
|
|
—
|
|
||||
Exploration and other expense
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Taxes, other than income taxes
|
12
|
|
|
22
|
|
|
43
|
|
|
63
|
|
||||
Total operating expenses
|
682
|
|
|
245
|
|
|
1,082
|
|
|
711
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income
|
(435
|
)
|
|
49
|
|
|
(445
|
)
|
|
134
|
|
||||
Other income
|
4
|
|
|
2
|
|
|
4
|
|
|
2
|
|
||||
Gain on extinguishment/modification of debt
|
—
|
|
|
—
|
|
|
10
|
|
|
48
|
|
||||
Interest expense
|
(189
|
)
|
|
(95
|
)
|
|
(379
|
)
|
|
(268
|
)
|
||||
Loss before income taxes
|
(620
|
)
|
|
(44
|
)
|
|
(810
|
)
|
|
(84
|
)
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
$
|
(620
|
)
|
|
$
|
(44
|
)
|
|
$
|
(810
|
)
|
|
$
|
(84
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(2.48
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(3.25
|
)
|
|
$
|
(0.34
|
)
|
Basic and diluted weighted average common shares outstanding
|
250
|
|
|
248
|
|
|
250
|
|
|
247
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
188
|
|
|
$
|
27
|
|
Restricted cash
|
1
|
|
|
—
|
|
||
Accounts receivable
|
|
|
|
|
|
||
Customer, net of allowance of less than $1 in 2019 and 2018
|
118
|
|
|
164
|
|
||
Other, net of allowance of $1 in 2019 and 2018
|
15
|
|
|
66
|
|
||
Materials and supplies
|
46
|
|
|
22
|
|
||
Derivative instruments
|
46
|
|
|
101
|
|
||
Other
|
38
|
|
|
5
|
|
||
Total current assets
|
452
|
|
|
385
|
|
||
Property, plant and equipment, at cost
|
|
|
|
|
|
||
Oil and natural gas properties
|
7,320
|
|
|
7,344
|
|
||
Other property, plant and equipment
|
71
|
|
|
81
|
|
||
|
7,391
|
|
|
7,425
|
|
||
Less accumulated depreciation, depletion and amortization
|
3,915
|
|
|
3,651
|
|
||
Total property, plant and equipment, net
|
3,476
|
|
|
3,774
|
|
||
Other assets
|
|
|
|
|
|
||
Derivative instruments
|
12
|
|
|
13
|
|
||
Unamortized debt issue costs - revolving credit facility
|
—
|
|
|
8
|
|
||
Operating lease assets and other
|
22
|
|
|
1
|
|
||
|
34
|
|
|
22
|
|
||
Total assets
|
$
|
3,962
|
|
|
$
|
4,181
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
4,882
|
|
|
$
|
58
|
|
Owner and royalties payable
|
76
|
|
|
144
|
|
||
Accounts payable and accrued expenses
|
122
|
|
|
105
|
|
||
Accrued interest
|
161
|
|
|
70
|
|
||
Accrued legal and other reserves
|
37
|
|
|
47
|
|
||
Other current liabilities
|
23
|
|
|
16
|
|
||
Total current liabilities
|
5,301
|
|
|
440
|
|
||
|
|
|
|
||||
Long-term debt, net of debt issue costs
|
—
|
|
|
4,285
|
|
||
Other long-term liabilities
|
|
|
|
|
|
||
Asset retirement obligations
|
41
|
|
|
39
|
|
||
Lease obligations and other
|
22
|
|
|
16
|
|
||
Total non-current liabilities
|
63
|
|
|
4,340
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
||
Class A shares, $0.01 par value; 550 million shares authorized; 256 million shares issued and 255 million outstanding at September 30, 2019; 256 million shares issued and outstanding at December 31, 2018
|
3
|
|
|
3
|
|
||
Class B shares, $0.01 par value; less than one million shares authorized, issued and outstanding at September 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Preferred stock, $0.01 par value; 50 million shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Treasury stock (at cost), one million and less than one million shares at September 30, 2019 and December 31, 2018, respectively
|
(1
|
)
|
|
(1
|
)
|
||
Additional paid-in capital
|
3,543
|
|
|
3,536
|
|
||
Accumulated deficit
|
(4,947
|
)
|
|
(4,137
|
)
|
||
Total stockholders’ equity
|
(1,402
|
)
|
|
(599
|
)
|
||
Total liabilities and equity
|
$
|
3,962
|
|
|
$
|
4,181
|
|
|
Nine months ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
|
|
||
Net loss
|
$
|
(810
|
)
|
|
$
|
(84
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
304
|
|
|
376
|
|
||
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
||
Impairment charges
|
458
|
|
|
—
|
|
||
Gain on extinguishment/modification of debt
|
(10
|
)
|
|
(48
|
)
|
||
Write-off of debt discount and deferred issue costs
|
90
|
|
|
—
|
|
||
Other non-cash income items
|
20
|
|
|
22
|
|
||
Asset and liability changes
|
|
|
|
|
|
||
Accounts receivable
|
96
|
|
|
(68
|
)
|
||
Owner and royalties payable
|
(68
|
)
|
|
35
|
|
||
Accounts payable and accrued expenses
|
(3
|
)
|
|
(18
|
)
|
||
Derivative instruments
|
56
|
|
|
87
|
|
||
Accrued interest
|
91
|
|
|
50
|
|
||
Other asset changes
|
(55
|
)
|
|
15
|
|
||
Other liability changes
|
(20
|
)
|
|
14
|
|
||
Net cash provided by operating activities
|
149
|
|
|
380
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Cash paid for capital expenditures
|
(422
|
)
|
|
(559
|
)
|
||
Proceeds from the sale of assets
|
—
|
|
|
175
|
|
||
Cash paid for acquisitions
|
(18
|
)
|
|
(275
|
)
|
||
Net cash used in investing activities
|
(440
|
)
|
|
(659
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt
|
923
|
|
|
1,805
|
|
||
Repayments and repurchases of long-term debt
|
(468
|
)
|
|
(1,431
|
)
|
||
Fees/costs on debt exchange
|
—
|
|
|
(62
|
)
|
||
Debt issue costs
|
—
|
|
|
(21
|
)
|
||
Other
|
(2
|
)
|
|
(1
|
)
|
||
Net cash provided by financing activities
|
453
|
|
|
290
|
|
||
|
|
|
|
||||
Change in cash, cash equivalents and restricted cash
|
162
|
|
|
11
|
|
||
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash - beginning of period
|
27
|
|
|
45
|
|
||
Cash, cash equivalents and restricted cash - end of period
|
$
|
189
|
|
|
$
|
56
|
|
|
Class A Stock
|
|
Class B Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
252
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
3,526
|
|
|
$
|
(3,134
|
)
|
|
$
|
392
|
|
Share-based compensation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
||||||
Balance at March 31, 2018
|
251
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
3,527
|
|
|
$
|
(3,116
|
)
|
|
$
|
410
|
|
Share-based compensation
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||
Balance at June 30, 2018
|
257
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,526
|
|
|
$
|
(3,174
|
)
|
|
$
|
355
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
||||||
Balance at September 30, 2018
|
257
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,532
|
|
|
$
|
(3,218
|
)
|
|
$
|
317
|
|
Share-based compensation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
3
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(919
|
)
|
|
(919
|
)
|
|||||||
Balance at December 31, 2018
|
256
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,536
|
|
|
$
|
(4,137
|
)
|
|
$
|
(599
|
)
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
(140
|
)
|
||||||
Balance at March 31, 2019
|
256
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,539
|
|
|
$
|
(4,277
|
)
|
|
$
|
(736
|
)
|
Share-based compensation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
||||||
Balance at June 30, 2019
|
255
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,540
|
|
|
$
|
(4,327
|
)
|
|
$
|
(785
|
)
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(620
|
)
|
|
(620
|
)
|
||||||
Balance at September 30, 2019
|
255
|
|
|
$
|
3
|
|
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,543
|
|
|
$
|
(4,947
|
)
|
|
$
|
(1,402
|
)
|
a)
|
Holders of RBL Claims will receive their Pro Rata share of the Exit Facility as a first lien, second-out term loan; provided that each holder of an Allowed RBL Claim that elects to participate in the Exit Facility by the Voting Deadline will receive its Pro Rata share (with the holders of Allowed DIP Claims) of first lien, first-out revolving loans and letter of credit participations under the Exit Credit Agreement.
|
b)
|
Holders of 1.125L Notes Claims will be reinstated in the principal amount of $1 billion and Holders of 1.25L Notes Claims will be reinstated in the principal amount of $500 million, provided that the Debtors may, with the consent of the Initial Supporting Noteholders, deliver a notice of redemption with respect to, or otherwise voluntarily prepay (including by way of tender offer), a portion of these notes, or (ii) receive new notes on terms acceptable to the Initial Supporting Noteholders and the Company.
|
c)
|
Holders of 1.5L Notes Claims will receive, on account of the secured portion of such 1.5L Notes Claims, their pro rata share of (i) 99.0% of the New Common Shares, subject to dilution by the Rights Offering Shares, the Private Placement, the Commitment Premium, the Jeter and EIP Shares, and (ii) the right to participate in the Rights Offering.
|
d)
|
Holders of Unsecured Claims will receive their pro rata share of 1.0% of the New Common Shares, subject to dilution by the Rights Offering Shares, the Commitment Premium, the Private Placement, the Jeter and EIP Shares (as defined below); provided, that a convenience class may be established under the Plan (with such Plan provisions being acceptable to the Initial Supporting Noteholders) to provide distributions up to an aggregate amount in Cash to be specified under the Plan.
|
e)
|
Holders of existing Class A common stock and restricted stock prior to reorganization will receive, on account of available assets of the Company, their pro rata share of $500,000 in cash.
|
a)
|
Apollo and Access may contribute their equity interests in Wolfcamp Drillco Operating L.P. to the reorganized debtors in exchange for New Common Shares (the “Jeter Shares”), subject to the agreement of the Company, Access, and the Initial Supporting Noteholders.
|
b)
|
The Company may consummate a private placement of New Common Shares, subject to dilution by the Jeter and EIP Shares, for an aggregate purchase price of up to $75 million, in cash.
|
c)
|
Establishment of a post-emergence employee incentive plan (the “EIP”) on the effective date of the Plan. All awards issued under the EIP, including restricted stock units, options, New Common Shares, or other rights exercisable, exchangeable, or convertible into New Common Shares (“EIP shares”) will be dilutive of all other equity interests in the reorganized debtors in accordance with the Plan. Ten percent of the New Common Shares, on a fully diluted basis, shall be reserved for issuance in connection with the EIP.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Current portion of long-term debt
|
$
|
4,882
|
|
|
$
|
1,684
|
|
|
$
|
58
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt (see Note 7)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,380
|
|
|
$
|
2,532
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
114
|
|
|
$
|
114
|
|
|
Level 2
|
||||||||||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||||||||||
|
Gross
Fair Value
|
|
|
|
Balance Sheet Location
|
|
Gross
Fair Value
|
|
|
|
Balance Sheet Location
|
||||||||||||||||||||
|
|
Impact of
Netting
|
|
Current
|
|
Non-
current
|
|
|
Impact of
Netting
|
|
Current
|
|
Non-
current
|
||||||||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||||||||||
September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
60
|
|
|
$
|
(2
|
)
|
|
$
|
46
|
|
|
$
|
12
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
116
|
|
|
$
|
(2
|
)
|
|
$
|
101
|
|
|
$
|
13
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|||||
|
(in millions)
|
|||||||
Proved
|
|
|
|
|||||
Eagle Ford
|
$
|
4,250
|
|
|
$
|
3,898
|
|
|
Permian
|
1,791
|
|
|
1,787
|
|
|||
Northeastern Utah
|
1,279
|
|
|
1,659
|
|
|||
Total Proved
|
7,320
|
|
|
7,344
|
|
|||
Less accumulated depletion
|
(3,880
|
)
|
|
(3,607
|
)
|
|||
Net capitalized costs for oil and natural gas properties
|
$
|
3,440
|
|
|
$
|
3,737
|
|
|
2019
|
||
|
(in millions)
|
||
Net asset retirement liability at January 1
|
$
|
42
|
|
Liabilities settled
|
(1
|
)
|
|
Accretion expense
|
3
|
|
|
Net asset retirement liability at September 30
|
$
|
44
|
|
|
Interest Rate
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
(in millions)
|
||||||
RBL credit facility - due November 23, 2021(1)
|
Variable
|
|
$
|
602
|
|
|
$
|
100
|
|
Senior secured term loans:
|
|
|
|
|
|
||||
2.0 Lien due April 30, 2019(2)
|
Variable
|
|
—
|
|
|
8
|
|
||
Senior secured notes:
|
|
|
|
|
|
||||
1.5 Lien due May 1, 2024
|
9.375%
|
|
1,092
|
|
|
1,092
|
|
||
1.25 Lien due November 29, 2024
|
8.000%
|
|
500
|
|
|
500
|
|
||
1.5 Lien due February 15, 2025
|
8.000%
|
|
1,000
|
|
|
1,000
|
|
||
1.125 Lien due May 15, 2026
|
7.750%
|
|
1,000
|
|
|
1,000
|
|
||
Senior unsecured notes:
|
|
|
|
|
|
||||
Due May 1, 2020
|
9.375%
|
|
182
|
|
|
232
|
|
||
Due September 1, 2022
|
7.75%
|
|
182
|
|
|
182
|
|
||
Due June 15, 2023
|
6.375%
|
|
324
|
|
|
324
|
|
||
Unamortized discount and debt issue costs(3)
|
|
|
—
|
|
|
(95
|
)
|
||
Total debt
|
|
|
4,882
|
|
|
4,343
|
|
||
Current portion of long-term debt(3)
|
|
|
(4,882
|
)
|
|
(58
|
)
|
||
Total long-term debt
|
|
|
$
|
—
|
|
|
$
|
4,285
|
|
|
(1)
|
Carries interest at a specified margin over LIBOR of 2.50% to 3.50%, based on borrowing utilization.
|
(3)
|
Due to uncertainties at September 30, 2019 regarding default, event of default and cross-default provisions under our indentures and RBL Facility (including those discussed in Note 1A), we reclassified our debt as current and wrote off approximately $90 million in unamortized debt discount and debt issue costs.
|
|
|
September 30, 2019
|
||
|
|
(in millions)
|
||
Operating lease assets(1)(4)
|
|
$
|
21
|
|
Finance lease assets(2)
|
|
10
|
|
|
Total lease assets
|
|
$
|
31
|
|
|
|
|
||
Operating leases(3)(4)
|
|
|
||
Current liability
|
|
$
|
11
|
|
Noncurrent liability
|
|
10
|
|
|
Total operating lease liability
|
|
$
|
21
|
|
Finance leases(3)
|
|
|
||
Current liability
|
|
$
|
2
|
|
Noncurrent liability
|
|
9
|
|
|
Total finance lease liability
|
|
$
|
11
|
|
|
|
|
||
Weighted average remaining lease term
|
|
|
||
Operating leases
|
|
4 years
|
|
|
Finance leases
|
|
4 years
|
|
|
Weighted average discount rate
|
|
|
||
Operating leases
|
|
9.24
|
%
|
|
Finance leases
|
|
26.52
|
%
|
|
(1)
|
Operating lease assets are reflected in Operating lease assets and other in our consolidated balance sheet as of September 30, 2019.
|
(2)
|
Finance lease assets are reflected in Other property, plant and equipment in our consolidated balance sheet as of September 30, 2019.
|
(3)
|
Current and noncurrent operating and finance lease liabilities are reflected in Other accrued liabilities and Lease obligations and other, respectively, in our consolidated balance sheet as of September 30, 2019.
|
(4)
|
Upon adoption of ASU 2016-02 effective January 1, 2019, we recognized operating leases of approximately $10 million. For the nine months ended September 30, 2019, we also recorded an additional $16 million of operating leases.
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
(in millions)
|
||||||
2019
|
|
$
|
3
|
|
|
$
|
1
|
|
2020
|
|
10
|
|
|
5
|
|
||
2021
|
|
3
|
|
|
5
|
|
||
2022
|
|
2
|
|
|
5
|
|
||
Thereafter
|
|
6
|
|
|
2
|
|
||
Total
|
|
$
|
24
|
|
|
$
|
18
|
|
Less: imputed interest
|
|
(3
|
)
|
|
(7
|
)
|
||
Present value of operating and finance lease obligations
|
|
$
|
21
|
|
|
$
|
11
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
per Share
|
|||
Non-vested at December 31, 2018
|
|
7,060,334
|
|
|
$
|
2.69
|
|
Granted
|
|
103,000
|
|
|
$
|
0.70
|
|
Vested
|
|
(1,114,001
|
)
|
|
$
|
4.95
|
|
Forfeited
|
|
(905,338
|
)
|
|
$
|
2.46
|
|
Non-vested at September 30, 2019
|
|
5,143,995
|
|
|
$
|
2.20
|
|
|
|
2019
|
|
2020
|
||||||||||
|
|
Volumes(1)
|
|
Average
Price(1)
|
|
Volumes(1)
|
|
Average
Price(1)
|
||||||
Oil
|
|
|
|
|
|
|
|
|
|
|
||||
Collars
|
|
|
|
|
|
|
|
|
||||||
Ceiling - WTI
|
|
368
|
|
|
$
|
69.78
|
|
|
—
|
|
|
$
|
—
|
|
Floors - WTI
|
|
368
|
|
|
$
|
57.50
|
|
|
—
|
|
|
$
|
—
|
|
Three Way Collars
|
|
|
|
|
|
|
|
|
||||||
Ceiling - WTI
|
|
3,036
|
|
|
$
|
66.01
|
|
|
11,712
|
|
|
$
|
65.11
|
|
Floors - WTI
|
|
3,036
|
|
|
$
|
55.76
|
|
|
11,712
|
|
|
$
|
55.90
|
|
Sub-Floor - WTI
|
|
3,036
|
|
|
$
|
45.00
|
|
|
11,712
|
|
|
$
|
45.00
|
|
Basis Swaps
|
|
|
|
|
|
|
|
|
||||||
Midland vs. Cushing(2)
|
|
368
|
|
|
$
|
(5.23
|
)
|
|
1,464
|
|
|
$
|
0.46
|
|
NYMEX Roll(3)
|
|
184
|
|
|
$
|
0.25
|
|
|
—
|
|
|
$
|
—
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
||||||
Fixed Price Swaps
|
|
3
|
|
|
$
|
3.01
|
|
|
—
|
|
|
$
|
—
|
|
Collars
|
|
|
|
|
|
|
|
|
||||||
Ceiling
|
|
3
|
|
|
$
|
4.26
|
|
|
—
|
|
|
$
|
—
|
|
Floors
|
|
3
|
|
|
$
|
2.75
|
|
|
—
|
|
|
$
|
—
|
|
|
(1)
|
Volumes presented are MBbls for oil and TBtu for natural gas. Prices presented are per Bbl of oil and MMBtu of natural gas.
|
(2)
|
EP Energy receives Cushing plus the basis spread listed and pays Midland.
|
(3)
|
These positions hedge the timing risk associated with our physical sales. We generally sell oil for the delivery month at a sales price based on the average NYMEX WTI price during that month, plus an adjustment calculated as a spread between the weighted average prices of the delivery month, the next month and the following month during the period when the delivery month is prompt (the “trade month roll”).
|
(4)
|
EP Energy receives Henry Hub plus the basis spread listed and pays WAHA.
|
|
Capital
Expenditures(1)
(in millions)
|
|
Average Drilling
Rigs
|
|||
Eagle Ford Shale
|
$
|
348
|
|
|
2.3
|
|
Northeastern Utah
|
92
|
|
|
1.6
|
|
|
Permian
|
4
|
|
|
—
|
|
|
Total
|
$
|
444
|
|
|
3.9
|
|
Acquisition capital
|
$
|
18
|
|
|
|
|
Total Capital Expenditures
|
$
|
462
|
|
|
|
|
(1)
|
Represents accrual-based capital expenditures.
|
|
Nine months ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Cash Inflows
|
|
|
|
|
|
||
Operating activities
|
|
|
|
|
|
||
Net loss
|
$
|
(810
|
)
|
|
$
|
(84
|
)
|
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
||
Gain on extinguishment/modification of debt
|
(10
|
)
|
|
(48
|
)
|
||
Write-off of debt discount and deferred issue costs
|
90
|
|
|
—
|
|
||
Other income adjustments
|
782
|
|
|
398
|
|
||
Changes in assets and liabilities
|
97
|
|
|
115
|
|
||
Total cash flow from operations
|
149
|
|
|
380
|
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
||
Proceeds from the sale of assets
|
—
|
|
|
175
|
|
||
Cash inflows from investing activities
|
—
|
|
|
175
|
|
||
|
|
|
|
|
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt
|
923
|
|
|
1,805
|
|
||
Cash inflows from financing activities
|
923
|
|
|
1,805
|
|
||
|
|
|
|
||||
Total cash inflows
|
$
|
1,072
|
|
|
$
|
2,360
|
|
|
|
|
|
||||
Cash Outflows
|
|
|
|
|
|
||
Investing activities
|
|
|
|
|
|
||
Capital expenditures
|
$
|
422
|
|
|
$
|
559
|
|
Cash paid for acquisitions
|
18
|
|
|
275
|
|
||
Cash outflows from investing activities
|
440
|
|
|
834
|
|
||
|
|
|
|
|
|
||
Financing activities
|
|
|
|
|
|
||
Repayments and repurchases of long-term debt
|
468
|
|
|
1,431
|
|
||
Fees/costs on debt exchange
|
—
|
|
|
62
|
|
||
Debt issue costs
|
—
|
|
|
21
|
|
||
Other
|
2
|
|
|
1
|
|
||
Cash outflows from financing activities
|
470
|
|
|
1,515
|
|
||
|
|
|
|
||||
Total cash outflows
|
$
|
910
|
|
|
$
|
2,349
|
|
|
|
|
|
||||
Net change in cash, cash equivalents and restricted cash
|
$
|
162
|
|
|
$
|
11
|
|
|
2019
|
|
2018
|
||
Equivalent Volumes (MBoe/d)
|
|
|
|
|
|
Eagle Ford
|
32.9
|
|
|
37.0
|
|
Northeastern Utah
|
15.5
|
|
|
17.2
|
|
Permian
|
21.6
|
|
|
26.8
|
|
Total
|
70.0
|
|
|
81.0
|
|
|
|
|
|
||
Oil (MBbls/d)
|
|
|
|
||
Eagle Ford
|
21.8
|
|
|
25.2
|
|
Northeastern Utah
|
10.1
|
|
|
11.8
|
|
Permian
|
6.4
|
|
|
9.4
|
|
Total
|
38.3
|
|
|
46.4
|
|
|
|
|
|
||
Natural Gas (MMcf/d)
|
|
|
|
||
Eagle Ford(1)
|
33
|
|
|
35
|
|
Northeastern Utah
|
32
|
|
|
32
|
|
Permian
|
48
|
|
|
56
|
|
Total
|
113
|
|
|
123
|
|
|
|
|
|
||
NGLs (MBbls/d)
|
|
|
|
||
Eagle Ford
|
5.6
|
|
|
6.0
|
|
Northeastern Utah
|
—
|
|
|
—
|
|
Permian
|
7.2
|
|
|
8.1
|
|
Total
|
12.8
|
|
|
14.1
|
|
|
(1)
|
Production volume excludes 22 MMcf/d of reinjected gas volumes used in operations during the nine months ended September 30, 2019.
|
|
Quarter ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil
|
$
|
193
|
|
|
$
|
287
|
|
|
$
|
590
|
|
|
$
|
820
|
|
Natural gas
|
10
|
|
|
15
|
|
|
36
|
|
|
55
|
|
||||
NGLs
|
12
|
|
|
36
|
|
|
45
|
|
|
92
|
|
||||
Total physical sales
|
215
|
|
|
338
|
|
|
671
|
|
|
967
|
|
||||
Financial derivatives
|
32
|
|
|
(44
|
)
|
|
(34
|
)
|
|
(122
|
)
|
||||
Total operating revenues
|
247
|
|
|
294
|
|
|
637
|
|
|
845
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and natural gas purchases
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Transportation costs
|
23
|
|
|
25
|
|
|
71
|
|
|
76
|
|
||||
Lease operating expense
|
34
|
|
|
46
|
|
|
101
|
|
|
123
|
|
||||
General and administrative
|
38
|
|
|
21
|
|
|
102
|
|
|
68
|
|
||||
Depreciation, depletion and amortization
|
116
|
|
|
127
|
|
|
304
|
|
|
376
|
|
||||
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Impairment charges
|
458
|
|
|
—
|
|
|
458
|
|
|
—
|
|
||||
Exploration and other expense
|
1
|
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Taxes, other than income taxes
|
12
|
|
|
22
|
|
|
43
|
|
|
63
|
|
||||
Total operating expenses
|
682
|
|
|
245
|
|
|
1,082
|
|
|
711
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating (loss) income
|
(435
|
)
|
|
49
|
|
|
(445
|
)
|
|
134
|
|
||||
Other income
|
4
|
|
|
2
|
|
|
4
|
|
|
2
|
|
||||
Gain on extinguishment/modification of debt
|
—
|
|
|
—
|
|
|
10
|
|
|
48
|
|
||||
Interest expense
|
(189
|
)
|
|
(95
|
)
|
|
(379
|
)
|
|
(268
|
)
|
||||
Loss before income taxes
|
(620
|
)
|
|
(44
|
)
|
|
(810
|
)
|
|
(84
|
)
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
$
|
(620
|
)
|
|
$
|
(44
|
)
|
|
$
|
(810
|
)
|
|
$
|
(84
|
)
|
|
Quarter ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil
|
$
|
193
|
|
|
$
|
287
|
|
|
$
|
590
|
|
|
$
|
820
|
|
Natural gas
|
10
|
|
|
15
|
|
|
36
|
|
|
55
|
|
||||
NGLs
|
12
|
|
|
36
|
|
|
45
|
|
|
92
|
|
||||
Total physical sales
|
215
|
|
|
338
|
|
|
671
|
|
|
967
|
|
||||
Financial derivatives
|
32
|
|
|
(44
|
)
|
|
(34
|
)
|
|
(122
|
)
|
||||
Total operating revenues
|
$
|
247
|
|
|
$
|
294
|
|
|
$
|
637
|
|
|
$
|
845
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil (MBbls)
|
3,487
|
|
|
4,262
|
|
|
10,457
|
|
|
12,648
|
|
||||
Natural gas (MMcf)
|
9,654
|
|
|
11,121
|
|
|
30,931
|
|
|
33,730
|
|
||||
NGLs (MBbls)
|
1,090
|
|
|
1,285
|
|
|
3,518
|
|
|
3,851
|
|
||||
Equivalent volumes (MBoe)
|
6,186
|
|
|
7,401
|
|
|
19,130
|
|
|
22,121
|
|
||||
Total MBoe/d
|
67.2
|
|
|
80.4
|
|
|
70.0
|
|
|
81.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Prices per unit(1):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average realized price on physical sales ($/Bbl)(2)
|
$
|
55.25
|
|
|
$
|
66.61
|
|
|
$
|
56.40
|
|
|
$
|
64.61
|
|
Average realized price, including financial derivatives ($/Bbl)(2)(3)
|
$
|
55.50
|
|
|
$
|
63.37
|
|
|
$
|
57.10
|
|
|
$
|
61.55
|
|
Natural gas
|
|
|
|
|
|
|
|
||||||||
Average realized price on physical sales ($/Mcf)(2)
|
$
|
1.04
|
|
|
$
|
1.34
|
|
|
$
|
1.16
|
|
|
$
|
1.62
|
|
Average realized price, including financial derivatives ($/Mcf)(2)(3)
|
$
|
1.74
|
|
|
$
|
1.69
|
|
|
$
|
1.62
|
|
|
$
|
1.89
|
|
NGLs
|
|
|
|
|
|
|
|
||||||||
Average realized price on physical sales ($/Bbl)
|
$
|
10.98
|
|
|
$
|
27.74
|
|
|
$
|
12.93
|
|
|
$
|
23.80
|
|
Average realized price, including financial derivatives ($/Bbl)(3)
|
$
|
10.98
|
|
|
$
|
24.79
|
|
|
$
|
12.93
|
|
|
$
|
22.60
|
|
|
(1)
|
For the quarter and nine months ended September 30, 2019, there were no oil purchases associated with managing our physical oil sales. For both the quarter and nine months ended September 30, 2018, oil prices reflect operating revenues for oil reduced by $3 million for oil purchases associated with managing our physical oil sales. Natural gas prices for both the quarters and nine months ended September 30, 2019 and 2018 reflect operating revenues for natural gas reduced by less than $1 million for natural gas purchases associated with managing our physical sales.
|
(2)
|
Changes in realized oil and natural gas prices reflect the effects of unhedged locational or basis differentials, unhedged volumes and contractual deductions between the commodity price index and the actual price at which we sold our oil and natural gas.
|
(3)
|
The quarters ended September 30, 2019 and 2018, include cash received of approximately $1 million and cash paid of approximately $14 million, respectively, for the settlement of crude oil derivative contracts and approximately $7 million and $4 million of cash received, respectively, for the settlement of natural gas financial derivatives. The nine months ended September 30, 2019 and 2018, include cash received of approximately $7 million and cash paid of approximately $39 million, respectively, for the settlement of crude oil derivative contracts and approximately $14 million and $9 million of cash received, respectively, for the settlement of natural gas financial derivatives. The quarter and nine months ended September 30, 2018 also include $4 million and $5 million, respectively, of cash paid for the settlement of NGLs derivative contracts.
|
|
Quarter ended
|
||||||||||||||
|
Oil
|
|
Natural gas
|
|
NGLs
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
September 30, 2018 sales
|
$
|
287
|
|
|
$
|
15
|
|
|
$
|
36
|
|
|
$
|
338
|
|
Change due to prices
|
(42
|
)
|
|
(3
|
)
|
|
(18
|
)
|
|
(63
|
)
|
||||
Change due to volumes
|
(52
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(60
|
)
|
||||
September 30, 2019 sales
|
$
|
193
|
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
215
|
|
|
Nine months ended
|
||||||||||||||
|
Oil
|
|
Natural gas
|
|
NGLs
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
September 30, 2018 sales
|
$
|
820
|
|
|
$
|
55
|
|
|
$
|
92
|
|
|
$
|
967
|
|
Change due to prices
|
(88
|
)
|
|
(14
|
)
|
|
(39
|
)
|
|
(141
|
)
|
||||
Change due to volumes
|
(142
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|
(155
|
)
|
||||
September 30, 2019 sales
|
$
|
590
|
|
|
$
|
36
|
|
|
$
|
45
|
|
|
$
|
671
|
|
|
Quarter ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Oil
(Bbl)
|
|
Natural gas
(MMBtu)
|
|
Oil
(Bbl)
|
|
Natural gas
(MMBtu)
|
||||||||
Differentials and deducts
|
$
|
(0.82
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(2.67
|
)
|
|
$
|
(1.39
|
)
|
NYMEX
|
$
|
56.45
|
|
|
$
|
2.23
|
|
|
$
|
69.50
|
|
|
$
|
2.91
|
|
Net back realization %
|
98.5
|
%
|
|
45.7
|
%
|
|
96.2
|
%
|
|
52.2
|
%
|
|
Nine months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Oil
(Bbl)
|
|
Natural gas
(MMBtu)
|
|
Oil
(Bbl)
|
|
Natural gas
(MMBtu)
|
||||||||
Differentials and deducts
|
$
|
(0.73
|
)
|
|
$
|
(1.48
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
(1.17
|
)
|
NYMEX
|
$
|
57.06
|
|
|
$
|
2.67
|
|
|
$
|
66.75
|
|
|
$
|
2.90
|
|
Net back realization %
|
98.7
|
%
|
|
44.6
|
%
|
|
97.0
|
%
|
|
59.7
|
%
|
|
Quarter ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Total
|
|
Per Unit(1)
|
|
Total
|
|
Per Unit(1)
|
||||||||
|
(in millions, except per unit costs)
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas purchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
0.36
|
|
Transportation costs
|
23
|
|
|
3.69
|
|
|
25
|
|
|
3.41
|
|
||||
Lease operating expense
|
34
|
|
|
5.54
|
|
|
46
|
|
|
6.16
|
|
||||
General and administrative(2)
|
38
|
|
|
6.09
|
|
|
21
|
|
|
2.91
|
|
||||
Depreciation, depletion and amortization
|
116
|
|
|
18.62
|
|
|
127
|
|
|
17.11
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.13
|
)
|
||||
Impairment charges
|
458
|
|
|
74.10
|
|
|
—
|
|
|
—
|
|
||||
Exploration and other expense
|
1
|
|
|
0.12
|
|
|
2
|
|
|
0.29
|
|
||||
Taxes, other than income taxes
|
12
|
|
|
1.98
|
|
|
22
|
|
|
3.02
|
|
||||
Total operating expenses
|
$
|
682
|
|
|
$
|
110.14
|
|
|
$
|
245
|
|
|
$
|
33.13
|
|
|
|
|
|
|
|
|
|
||||||||
Total equivalent volumes (MBoe)
|
6,186
|
|
|
|
|
|
7,401
|
|
|
|
|
|
Nine months ended September 30,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Total
|
|
Per Unit(1)
|
|
Total
|
|
Per Unit(1)
|
||||||||
|
(in millions, except per unit costs)
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas purchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
0.13
|
|
Transportation costs
|
71
|
|
|
3.70
|
|
|
76
|
|
|
3.44
|
|
||||
Lease operating expense
|
101
|
|
|
5.30
|
|
|
123
|
|
|
5.53
|
|
||||
General and administrative(2)
|
102
|
|
|
5.31
|
|
|
68
|
|
|
3.09
|
|
||||
Depreciation, depletion and amortization
|
304
|
|
|
15.89
|
|
|
376
|
|
|
17.00
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.07
|
)
|
||||
Impairment charges
|
458
|
|
|
23.96
|
|
|
—
|
|
|
—
|
|
||||
Exploration and other expense
|
3
|
|
|
0.10
|
|
|
3
|
|
|
0.14
|
|
||||
Taxes, other than income taxes
|
43
|
|
|
2.25
|
|
|
63
|
|
|
2.86
|
|
||||
Total operating expenses
|
$
|
1,082
|
|
|
$
|
56.51
|
|
|
$
|
711
|
|
|
$
|
32.12
|
|
|
|
|
|
|
|
|
|
||||||||
Total equivalent volumes (MBoe)
|
19,130
|
|
|
|
|
|
22,121
|
|
|
|
|
|
(1)
|
Per unit costs are based on actual amounts rather than the rounded totals presented.
|
(2)
|
For the quarter and nine months ended September 30, 2019, amount includes approximately $6 million or $1.02 per Boe and $13 million or $0.68 per Boe, respectively, of incentive compensation expense and $15 million or $2.53 per Boe and $19 million or $1.00 per Boe, respectively, of transition, severance and other costs. For the nine months ended September 30, 2019, amount also includes approximately $1 million or $0.02 per Boe of fees paid to Sponsors and $24 million or $1.25 per Boe of legacy litigation accruals and settlements. For the quarter and nine months ended September 30, 2018, amount includes approximately $5 million or $0.70 per Boe and $9 million or $0.44 per Boe, respectively, of incentive compensation expense and approximately $1 million or $0.16 per Boe and $7 million or $0.32 per Boe, respectively, of transition, severance and other costs.
|
|
Quarter ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depreciation, depletion and amortization ($/Boe)
|
$
|
18.62
|
|
|
$
|
17.11
|
|
|
$
|
15.89
|
|
|
$
|
17.00
|
|
|
Quarter ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net loss
|
$
|
(620
|
)
|
|
$
|
(44
|
)
|
|
$
|
(810
|
)
|
|
$
|
(84
|
)
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest expense, net of capitalized interest(1)
|
189
|
|
|
95
|
|
|
379
|
|
|
268
|
|
||||
Depreciation, depletion and amortization
|
116
|
|
|
127
|
|
|
304
|
|
|
376
|
|
||||
Exploration expense
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
EBITDAX
|
(314
|
)
|
|
179
|
|
|
(124
|
)
|
|
563
|
|
||||
Mark-to-market on financial derivatives(2)
|
(32
|
)
|
|
44
|
|
|
34
|
|
|
122
|
|
||||
Cash settlements and cash premiums on financial derivatives(3)
|
8
|
|
|
(14
|
)
|
|
22
|
|
|
(34
|
)
|
||||
Incentive compensation expense(4)
|
6
|
|
|
5
|
|
|
13
|
|
|
9
|
|
||||
Transition, severance and other costs
|
15
|
|
|
1
|
|
|
19
|
|
|
7
|
|
||||
Fees paid to Sponsors
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Legacy litigation settlements(5)
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Gain on extinguishment/modification of debt
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(48
|
)
|
||||
Impairment charges
|
458
|
|
|
—
|
|
|
458
|
|
|
—
|
|
||||
Adjusted EBITDAX
|
$
|
141
|
|
|
$
|
214
|
|
|
$
|
437
|
|
|
$
|
618
|
|
|
(1)
|
Includes approximately $90 million at September 30, 2019 related to the write-off of unamortized debt discount and debt issue costs due to reclassifying our debt as current as a result of uncertainties regarding default, event of default and cross-default provisions under our indentures and RBL Facility (including those discussed in Part 1, Item 1, Financial Statements, Note 1A).
|
(2)
|
Represents the income statement impact of financial derivatives.
|
(3)
|
Represents actual cash settlements related to financial derivatives. No cash premiums were received or paid for the quarters and nine months ended September 30, 2019 and 2018.
|
(4)
|
For the quarter and nine months ended September 30, 2019, incentive compensation expense includes $5 million and $6 million, respectively, in amounts under the Key Employee Retention Program, "KERP", in lieu of long-term incentive compensation. For additional details on the KERP, see Part I, Item 1, Financial Statements, Note 9.
|
(5)
|
Reflects amounts accrued related to Fairfield and Weyerhaeuser legal cases. For additional details on our legacy legal matters, see Part I, Item 1, Financial Statements, Note 8.
|
|
|
|
Oil, Natural Gas and NGLs Derivatives
|
||||||||||||||||
|
|
|
10 Percent Increase
|
|
10 Percent Decrease
|
||||||||||||||
|
Fair Value
|
|
Fair Value
|
|
Change
|
|
Fair Value
|
|
Change
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Price impact(1)
|
$
|
58
|
|
|
$
|
16
|
|
|
$
|
(42
|
)
|
|
$
|
99
|
|
|
$
|
41
|
|
|
|
|
Oil, Natural Gas and NGLs Derivatives
|
||||||||||||||||
|
|
|
1 Percent Increase
|
|
1 Percent Decrease
|
||||||||||||||
|
Fair Value
|
|
Fair Value
|
|
Change
|
|
Fair
Value
|
|
Change
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Discount rate(2)
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
—
|
|
Credit rate(3)
|
$
|
58
|
|
|
$
|
57
|
|
|
$
|
(1
|
)
|
|
$
|
58
|
|
|
$
|
—
|
|
|
(1)
|
Presents the hypothetical sensitivity of our commodity-based derivatives to changes in fair values arising from changes in oil, natural gas and NGLs prices.
|
(2)
|
Presents the hypothetical sensitivity of our commodity-based derivatives to changes in the discount rates we used to determine the fair value of our derivatives.
|
(3)
|
Presents the hypothetical sensitivity of our commodity-based derivatives to changes in credit risk of our counterparties.
|
•
|
relationships with counterparties and key stakeholders who are critical to our business;
|
•
|
ability to access the capital markets;
|
•
|
ability to execute on our operational and strategic goals;
|
•
|
ability to recruit and/or retain key personnel; and
|
•
|
business, prospects, results of operations and liquidity generally.
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to certain investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
*101.INS
|
|
XBRL Instance Document.
|
|
|
|
*101.SCH
|
|
XBRL Schema Document.
|
|
|
|
*101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
*101.DEF
|
|
XBRL Definition Linkbase Document.
|
|
|
|
*101.LAB
|
|
XBRL Labels Linkbase Document.
|
|
|
|
*101.PRE
|
|
XBRL Presentation Linkbase Document.
|
|
EP ENERGY CORPORATION
|
|
|
|
|
Date: November 12, 2019
|
/s/ Kyle A. McCuen
|
|
Kyle A. McCuen
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
1 Year EP ENERGY CORP Chart |
1 Month EP ENERGY CORP Chart |
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